0001096906-23-001849.txt : 20230928 0001096906-23-001849.hdr.sgml : 20230928 20230927173758 ACCESSION NUMBER: 0001096906-23-001849 CONFORMED SUBMISSION TYPE: 1-A POS PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20230928 DATE AS OF CHANGE: 20230927 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VV Markets LLC CENTRAL INDEX KEY: 0001822911 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 851602921 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 1-A POS SEC ACT: 1933 Act SEC FILE NUMBER: 024-11306 FILM NUMBER: 231285582 BUSINESS ADDRESS: STREET 1: 2800 PATTERSON AVENUE CITY: RICHMOND STATE: VA ZIP: 23221 BUSINESS PHONE: 8048337974 MAIL ADDRESS: STREET 1: 2800 PATTERSON AVENUE CITY: RICHMOND STATE: VA ZIP: 23221 1-A POS 1 primary_doc.xml 1-A POS LIVE 0001822911 XXXXXXXX 024-11306 false false false VV Markets LLC DE 2020 0001822911 6799 85-1602921 2 1 2800 PATTERSON AVE RICHMOND VA 23221 8045100638 Andrew Stephenson Other 96094.73 0.00 0.00 0.00 3447099.49 0.00 0.00 0.00 3447099.49 3447099.49 285215.96 192090.24 0.00 -296010.28 0.00 0.00 BF Borgers CPA PC LLC units 136311 000000000 0 none 0 000000000 none n/a 0 000000000 none true true false Tier2 Audited Equity (common or preferred stock) N Y Y Y Y N 12386 136311 100.0000 1238600.00 0.00 0.00 0.00 1238600.00 Dalmore Group 25000.00 Dalmore Group 12386.00 IndigoSpire CPAs 5500.00 Carman Lehnhof Tate Israelsen LLP 25000.00 1226214.00 true false AL AK AR CA CO CT DE DC GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NV NH NM NC OH OK OR PA PR RI SC SD TN UT VT VA WV WI WY false VV Markets LLC Series Membership Interests 43395 0 $ 4,339,500 at various prices per interest Regulation A of the Securities Act PART II AND III 2 vvml_1apos.htm PART II AND III

Post Qualification Amendment No. 14 Dated September 27, 2023 to

Preliminary Offering Circular, Dated April 16, 2021

 

VV Markets LLC

1717 E. Cary St.

Richmond, VA, 23223

(804) 833-7974

www.vint.co

 

Offering of Series Membership Interests

 

This Post Qualification Amendment No. 14 amends the information contained in the offering statement on Form 1-A/A of VV Markets, LLC, a Delaware series limited liability company (the “Company”), dated April 16, 2021 (the “Offering Circular”) as amended by that certain Post Qualification Amendment No. 1 dated May 6, 2021, that certain Post Qualification Amendment No. 2 dated July 23, 2021, that certain Post Qualification Amendment No. 3 dated October 12, 2021, that certain Post Qualification Amendment No. 4 dated February 11, 2022, that certain Post Qualification Amendment No. 5 Dated May 26, 2022, that certain Post Qualification Amendment No. 6 dated June 23, 2022, that certain Post Qualification Amendment No. 7 dated July 22, 2022, that certain Post Qualification Amendment No. 8 dated February 2, 2023, that certain Post Qualification Amendment No. 9 dated February 27, 2023,that certain Post Qualification Amendment No. 10 dated May 1, 2023, and that certain Post Qualification Amendment No. 11 dated July 14, 2023, that Post Qualification Amendment No. 12 dated August 14, 2023, and that Post Qualification Amendment No. 13 dated August 18, 2023 (together, the “Offering Circular”) relating to the Company’s public offering under Regulation A under Section 3(b) of the Securities Act of 1933, as amended, for Tier 2 offerings.  This Post Qualification Amendment No. 14 should be read in conjunction with the Offering Circular, and is qualified by reference to the Offering Circular, including its prior amendments and supplements, except to the extent that the information contained herein amends, supplements, supersedes and replaces the information contained in the Offering Circular and its amendments and the supplements.

 

The purpose of this Post Qualification Amendment No. 14 is to amend, update and/or replace certain information contained in the Offering Circular, and to seek qualification of additional Series of the Company.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Offering Circular or this Post Qualification Amendment No. 14 is truthful or complete. Any representation to the contrary is a criminal offense.



VV Markets LLC, a Delaware series limited liability company (which we refer to as “we,” “us,” “our” or “the Company”), is offering, on a best-efforts basis, the membership interests of each of the series of the Company in the “Series Offering Table” beginning on page iii.

 

All of the series of the Company offered hereunder may collectively be referred to in this offering circular as the “series” and each, individually, as a “series.”  The interests of all series described above may collectively be referred to in this offering circular as the “interests” and each, individually, as an “interest” and the offerings of the interests may collectively be referred to in this offering circular as the “offerings” and each, individually, as an “offering.” See “Securities Being Offered” for additional information regarding the interests.

 

The interests are non-voting limited liability company membership interests in a series of the Company. Each series is treated as a unique legal entity. Purchasing an interest in a series does not confer to the investor any ownership in the Company or any other series. Each series is managed by VinVesto, Inc., a Delaware corporation (which we refer to as “VinVesto” or “the Manager”), which also serves as the series manager for the asset owned by each series. The Manager has full authority to determine how to best utilize the asset owned by the series. Investors will not have any say in the management of the asset or the series.

 

There will be a separate closing with respect to the offering of each series. The closing of a series offering will occur on the date subscriptions for the minimum number of interests offered for a series have been accepted.  If closing has not occurred, an offering shall be terminated upon (i) the date which is one year from the date such offering circular or amendment thereof, as applicable, is qualified by the 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 securityholders.


i



Each offering is being conducted pursuant to Regulation A of Section 3(6) of the Securities Act of 1933, as amended, or the Securities Act, for Tier 2 offerings.  The subscription funds advanced by prospective investors as part of the subscription process will be held in a non-interest bearing escrow account with North Capital Private Securities Corporation as escrow provider and will not be commingled with the operating account of any series until, if and when there is a closing with respect to that investor.  See “Series Offering Table,” “Plan of Distribution and Selling Securityholders” and “Securities Being Offered” for additional information.

 

 

 

Price to public

 

Underwriting
discount and
commissions(1)(2)

 

Proceeds to Issuer(3)(4)(5)

 

 

 

 

 

 

 

Series VV-BURGS1

 

 

 

 

 

 

Per Interest

 

$100.00 

 

$1.00 

 

$99.00 

Total Minimum (1000 interests)

 

$100,000 

 

$1,000 

 

$99,000 

Total Maximum (1100 interests)

 

$110,000 

 

$1,100 

 

$108,900 

 

 

 

 

 

 

 

Series VV-CHAM2

 

 

 

 

 

 

Per Interest

 

$100.00 

 

$1.00 

 

$99.00 

Total Minimum (970 interests)

 

$97,000 

 

$970 

 

$96,030 

Total Maximum (1067 interests)

 

$106,700 

 

$1,067 

 

$105,633 

 

 

 

 

 

 

 

Series VV-PNTC1

 

 

 

 

 

 

Per Interest

 

$100.00 

 

$1.00 

 

$99.00 

Total Minimum (690 interests)

 

$69,000 

 

$690 

 

$68,310 

Total Maximum (759 interests)

 

$75,900 

 

$759 

 

$75,141 

 

 

 

 

 

 

 

Series VV-LB22

 

 

 

 

 

 

Per Interest

 

$100.00 

 

$1.00 

 

$99.00 

Total Minimum (1200 interests)

 

$120,000 

 

$1,200 

 

$118,800 

Total Maximum (1320 interests)

 

$132,000 

 

$1,320 

 

$130,680 

 

 

 

 

 

 

 

Series VV-RB22

 

 

 

 

 

 

Per Interest

 

$100.00 

 

$1.00 

 

$99.00 

Total Minimum (560 interests)

 

$56,000 

 

$560 

 

$55,440 

Total Maximum (616 interests)

 

$61,600 

 

$616 

 

$60,984 


ii



Series VV-FG22

 

 

 

 

 

 

Per Interest

 

$100.00 

 

$1.00 

 

$99.00 

Total Minimum (1110 interests)

 

$111,000 

 

$1,110 

 

$109,890 

Total Maximum (1221 interests)

 

$122,100 

 

$1,221 

 

$120,879 

 

 

 

 

 

 

 

Series VV-KKCSK*

 

 

 

 

 

 

Per Interest

 

$100.00 

 

$1.00 

 

$99.00 

Total Minimum (1250 interests)

 

$125,000 

 

$1,250 

 

$123,750 

Total Maximum (1375 interests)

 

$137,500 

 

$1,375 

 

$136,125 

 

 

 

 

 

 

 

Series VV-DOM13*

 

 

 

 

 

 

Per Interest

 

$100.00 

 

$1.00 

 

$99.00 

Total Minimum (620 interests)

 

$62,000 

 

$620 

 

$61,380 

Total Maximum (682 interests)

 

$68,200 

 

$682 

 

$67,518 

 

 

 

 

 

 

 

Series VV-PG18*

 

 

 

 

 

 

Per Interest

 

$100.00 

 

$1.00 

 

$99.00 

Total Minimum (520 interests)

 

$52,000 

 

$520 

 

$51,480 

Total Maximum (572 interests)

 

$57,200 

 

$572 

 

$56,628 

 

 

 

 

 

 

 

Series VV-CDP1*

 

 

 

 

 

 

Per Interest

 

$100.00 

 

$1.00 

 

$99.00 

Total Minimum (600 interests)

 

$60,000 

 

$600 

 

$59,400 

Total Maximum (660 interests)

 

$66,000 

 

$660 

 

$65,340 

 

 

 

 

 

 

 

Series VV-IGMS*

 

 

 

 

 

 

Per Interest

 

$100.00 

 

$1.00 

 

$99.00 

Total Minimum (520 interests)

 

$52,000 

 

$520 

 

$51,480 

Total Maximum (572 interests)

 

$57,200 

 

$572 

 

$56,628 

 

 

 

 

 

 

 

Series VV-RUM1*

 

 

 

 

 

 

Per Interest

 

$100.00 

 

$1.00 

 

$99.00 

Total Minimum (820 interests)

 

$82,000 

 

$820 

 

$81,180 

Total Maximum (902 interests)

 

$90,200 

 

$902 

 

$89,298 

 

 

 

 

 

 

 

Series VV-HPHH*

 

 

 

 

 

 

Per Interest

 

$100.00 

 

$1.00 

 

$99.00 

Total Minimum (900 interests)

 

$90,000 

 

$900 

 

$89,100 

Total Maximum (990 interests)

 

$99,000 

 

$990 

 

$98,010 

 

 

 

 

 

 

 

Series VV-JPNW*

 

 

 

 

 

 

Per Interest

 

$100.00 

 

$1.00 

 

$99.00 

Total Minimum (500 interests)

 

$50,000 

 

$500 

 

$49,500 

Total Maximum (550 interests)

 

$55,000 

 

$550 

 

$54,450 

 

 

*  Denotes series submitted for qualification by the Commission in this Post-Qualification Amendment No. 14.

 

(1)Dalmore Group, LLC (the “Dalmore” or the “Broker”) will be acting as our broker/dealer of record in connection with each series offering. The Broker will be entitled to a brokerage fee equal to 1.0% of the amount raised through each series offering. Notwithstanding the foregoing, the Broker will not receive any fee on funds raised from the sale of any interests to the Manager, its affiliates or related to any issuance of interests to the sellers of any of the assets purchased by any series. The Broker will receive compensation in addition to the brokerage fee. See “Plan of Distribution and Subscription Procedure.” The maximum amount of underwriting compensation paid to the participating member(s) from any source, including all of Dalmore Group LLC’s fees and expenses, will not exceed 10% of the offering proceeds. 


iii



(2)We intend to distribute all offerings of membership interests in any series of the Company principally through the Vint Platform, which is owned and operated by VinVesto, Inc, and any successor platform used by us for the offer and sale of interests, the “Platform”, as described in greater detail under “Plan of Distribution and Subscription Procedure”. 

 

(3)Because these are minimum/maximum offerings, the actual public offering amounts and proceeds to us are not presently determinable. 

 

(4)The offering will not close unless the minimum number of interests have been sold. 

 

(5)The Manager has assumed and will not be reimbursed for offering expenses. Note, certain proceeds will be used to pay interest on the promissory note entered between the respective series and the Manager. See “Use of Proceeds to Issuer” for additional information. 

 

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, and, as such, may elect to comply with certain reduced reporting requirements for this offering circular and future filings after the offerings.

 

An investment in our interests involves a high degree of risk. See “Risk Factors” on page 8 for a description of some of the risks that should be considered before investing in our interests.

 

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 your net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

 

THE U.S. SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF ANY 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.

 

WE ARE OFFERING TO SELL, AND SEEKING OFFERS TO BUY, OUR INTERESTS ONLY IN JURISDICTIONS WHERE SUCH OFFERS AND SALES ARE PERMITTED. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS OFFERING CIRCULAR. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH ANY INFORMATION OTHER THAN THE INFORMATION CONTAINED IN THIS OFFERING CIRCULAR. THE INFORMATION CONTAINED IN THIS OFFERING CIRCULAR IS ACCURATE ONLY AS OF ITS DATE, REGARDLESS OF THE TIME OF ITS DELIVERY OR OF ANY SALE OR DELIVERY OF OUR INTERESTS. NEITHER THE DELIVERY OF THIS OFFERING CIRCULAR NOR ANY SALE OR DELIVERY OF OUR INTERESTS SHALL, UNDER ANY CIRCUMSTANCES, IMPLY THAT THERE HAS BEEN NO CHANGE IN OUR AFFAIRS SINCE THE DATE OF THIS OFFERING CIRCULAR. THIS OFFERING CIRCULAR WILL BE UPDATED AND MADE AVAILABLE FOR DELIVERY TO THE EXTENT REQUIRED BY THE FEDERAL SECURITIES LAWS.

 

This offering circular is following the offering circular format described in Part II (a)(1)(i) of Form 1-A.

 

The date of this Post Qualification Amendment No. 14 to the offering circular is September 27, 2023.


iv



TABLE OF CONTENTS

 

SERIES OFFERING TABLE

vii

SUMMARY

1

RISK FACTORS

9

DILUTION

23

PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS

24

USE OF PROCEEDS TO ISSUER

39

THE UNDERLYING ASSETS

39

DESCRIPTION OF BUSINESS

112

DESCRIPTION OF PROPERTY

120

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

121

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

142

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

148

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

149

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

152

SECURITIES BEING OFFERED

152

MATERIAL UNITED STATES TAX CONSIDERATIONS

159

LEGAL MATTERS

161

EXPERTS

161

WHERE YOU CAN FIND ADDITIONAL INFORMATION

161

FINANCIAL STATEMENTS

F-1


v



INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

 

The information contained in this offering circular includes some statements that are not historical and that are considered “forward-looking statements.”  Such forward-looking statements include, but are not limited to, statements regarding our development plans for our business; our strategies and business outlook; anticipated development of the Company, the Manager, each series of the Company and the Vint Platform; and various other matters (including contingent liabilities and obligations and changes in accounting policies, standards and interpretations).  These forward-looking statements express the Manager’s expectations, hopes, beliefs, and intentions regarding the future.  In addition, without limiting the foregoing, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.  The words “anticipates”, “believes”, “continue”, “could”, “estimates”, “expects”, “intends”, “may”, “might”, “plans”, “possible”, “potential”, “predicts”, “projects”, “seeks”, “should”, “will”, “would” and similar expressions and variations, or comparable terminology, or the negatives of any of the foregoing, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

 

The forward-looking statements contained in this offering circular are based on current expectations and beliefs concerning future developments that are difficult to predict.  Neither we nor the Manager can guarantee future performance, or that future developments affecting the Company, the Manager or the Vint 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.

 

All forward-looking statements attributable to us are expressly qualified in their entirety by these risks and uncertainties. These risks and uncertainties, along with others, are also described below under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the parties’ assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You should not place undue reliance on any forward-looking statements and should not make an investment decision based solely on these forward-looking statements.  We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.


vi



SERIES OFFERING TABLE

 

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

 

Master Series Table

 

 

Series
Name

Qualification Date

Underlying
Assets

Agreement
Type

Status(1)

Opening Date

Offering
Price per Interest

Minimum Membership Interests

Maximum Membership Interests

Minimum Offering
Size

Maximum Offering
Size

Sourcing Fee

Exit

(Partial or Full) (2)

Amount Distributed to Series

Interest holders (3)

VV-0001

4/26/21

California
Collection

Upfront
Purchase

Closed

4/26/21

$46.00

1,000

1,000

$46,000

$46,000

$2,891

Full

$53,471.50

VV-PNST

6/29/21

Laurent Ponsot
Collection

Purchase
Option

Closed

7/28/21

$23.00

2,000

2,200

$46,000

$50,600

$4,082

-

-

VV-SUPR

6/29/21

Super Tuscan
Collection

Purchase
Option

Closed

  6/30/2021

$36.00

1,986

2,185

$71,496

$78,660

$5,267

Partial

$21,349.50

VV-CHAM

6/29/21

Champagne
Collection

Purchase
Option

Closed

7/6/2021

$50.00

1,460

1,692

$73,000

$84,600

$5,445

Partial

$65,355.90

VV-STEML

6/29/21

St. Emillion
Collection

Purchase
Option

Closed

7/8/2021

$10.00

6,450

7,095

$64,500

$70,950

$5,443

-

-

VV-MACAL

8/5/21

Macallan Fine & Rare Collection

Purchase Option

Closed

8/18/21

$50.00

1,700

2,040

$85,000

$102,000

$6,880

-

-

VV-BOWCK

8/5/21

Bowmore Cask Collection

Purchase Option

Closed

9/29/21

$47.00

2,000

2,200

$94,000

$103,400

$6,992

Partial

$120,165.92

VV-FUTUR

8/5/21

Bordeaux 2020 Futures Collection

Purchase Option

Closed

10/13/21

$70.00

1,600

1,920

112,400

134,400

$8,162

-

-

VV-BDX

8/5/21

Bordeaux Classics Collection

Purchase Option

Closed

9/1/21

$40.00

2,125

2,550

$85,000

$102,000

$6,480

Partial

$29,750.00

VV-SPAN

8/5/21

Spanish Collection

Purchase Option

Closed

9/15/21

$60.00

1,400

1,680

$84,000

$100,800

$6,512

Partial

$14,588.00

VV-DRC

10/27/21

DRC Collection

Purchase Agreement

Closed

10/28/21

$25.00

5,480

6,302

$137,000

$157,550

$11,051

-

-

VV-NAPA

10/27/21

Napa 2018 Collection

Purchase Option

Closed

10/28/21

$50.00

2,840

3,266

$142,000

$163,300

$11,557

Partial

$17,686.13

VV-RHONE

10/27/21

Domaines of Rhone Collection

Purchase Option

Closed

10/28/21

$40.00

3,825

4,400

$153,000

$176,000

$12,404

-

-

VV-PDMT

10/27/21

Piemonte Collection

Purchase Option

Closed

10/28/21

$50.00

3,090

3,553

$154,500

$177,650

$12,456

-

-

VV-JPWY

10/27/21

Karuizawa “36 Views of Mt. Fuji”

Purchase Option

Closed

10/28/21

$34.00

5,500

6,325

$187,000

$215,050

$15,516

-

-

VV-PTRS

10/27/21

Petrus Collection

Purchase Agreement

Closed

10/28/21

$58.00

500

575

$29,000

$33,350

$2,179

-

-

VV-ROSE

3/8/22

Rosé Champagne Collection

Purchase Agreement

Closed

3/9/22

$41.00

1,000

1,100

$41,000

$45,100

$3,366

-

-

VV-BOD10

3/8/22

2010 Decade Collection

Purchase Agreement

Closed

3/9/22

$50.00

1,990

2,189

$99,500

$109,450

$8,452

-

-

VV-WBURG

3/8/22

White Burgundy Collection

Purchase Agreement

Closed

3/9/22

$30.00

4,600

5,060

$138,000

$151,800

$11,333

-

-

VV-GERM

3/8/22

German Collection

Purchase Option

Closed

3/9/22

$53.00

1,000

1,100

$53,000

$58,300

$4,594

Partial

$9,701.68


vii



VV-LAF10

3/8/22

Lafite 10-Year Vertical Collection

Purchase Option

Closed

3/9/22

$100.00

1,210

1,331

$121,000

$133,100

$10,700

-

-

VV-MACAL50

3/8/22

Macallan 50 Year Old Collection

Purchase Option

Closed

3/9/22

$20.00

5,750

6,325

$115,000

$126,500

$9,320

-

-

VV-JYFT

3/8/22

Joy Fantastic Vint Primeur Collection

Purchase Option

Closed

3/9/22

$30.00

800

880

$24,000

$26,400

$3,280

-

-

VV-GPS

3/8/22

Glenfarclas Pagoda Series

Purchase Option

Closed

3/9/22

$43.00

3,000

3,300

$129,000

$141,900

$18,322

-

-

VV-BDMA

6/6/22

Brunello di Montalcino All-Stars Collection

Purchase Agreement

Closed

6/7/22

$50.00

860

946

$43,000

$47,300

$4,228

-

-

VV-CDCV

6/6/22

Comtes de Champagne Vertical Collection

Purchase Agreement

Closed

6/7/222

$50.00

760

836

$38,000

$41,800

$3,942

-

-

VV-DRCH

6/6/22

Domaine de la Romanée-Conti Horizontal Collection

Purchase Agreement

Closed

6/7/22

$100.00

530

583

$53,000

$58,300

$4,908

-

-

VV-MR19

6/6/22

Mouton Rothschild 2019 Collection

Purchase Agreement

Closed

6/7/22

$100.00

280

308

$28,000

$30,800

$4,069

-

-

VV-SCRV

6/6/22

Screaming Eagle ’17, ’18, ’19 Collection

Purchase Agreement

Closed

6/7/22

$100.00

1,310

1,441

$131,000

$144,100

$10,742

-

-

VV-BDXM1

7/1/22

Bordeaux Superstars in Magnum Collection

Purchase Agreement

Closed

7/1/22

$50.00

4,000

4,400

$200,000

$220,000

$26,662

-

-

VV-CB100

7/1/22

Cheval Blanc 100-Point Collection

Purchase Agreement

Closed

7/1/22

$100.00

570

627

$57,000

$62,700

$6,244

-

-

VV-JSCV

7/1/22

Jacques Selosse Champagne Mini Vertical Collection

Purchase Agreement

Closed

7/1/22

$100.00

610

671

$61,000

$67,100

$6,374

-

-

VV-KGC1

7/1/22

Karuizawa Geisha Collection

Purchase Agreement

Closed

7/1/22

$50.00

1,500

1,650

$75,000

$82,500

$6,577

-

-

VV-LR15

7/1/22

Domaine Leroy 2015 Collection

Purchase Agreement

Closed

7/1/22

$100.00

700

770

$70,000

$77,000

$12,335

-

-

VV-PFGV

7/1/22

Penfolds Grange Vertical Collection

Purchase Agreement

Closed

7/1/22

$50.00

1,640

1,804

$82,000

$90,200

$11,027

-

-

VV-BDX2K

07/29/22

Bordeaux Millennium Collection

Purchase Agreement

Closed

07/29/22

$100.00

1,760

1,936

$176,000

$193,600

$23,978

-

-

VV-BXEP21

07/29/22

Bordeaux En Primeur 2021 Collection

Purchase Agreement

Closed

07/29/22

$50.00

4,600

5,060

$230,000

$253,000

$29,442

-

-

VV-CDVM

07/29/22

Vogue Musigny Vertical Collection

Purchase Agreement

Closed

07/29/22

$100.00

1,000

1,100

$100,000

$110,000

$15,716

-

-

VV-CHBL1

07/29/22

Domaine Raveneau Collection

Purchase Agreement

Closed

07/29/22

$50.00

600

660

$30,000

$33,000

$3,504

Partial

$6,732.00

VV-DRC15

07/29/22

DRC 2015 Assortment Collection

Purchase Agreement

Closed

07/29/22

$100.00

760

836

$76,000

$83,600

$6,368

-

-

VV-DRCRC1

07/29/22

DRC Romanée-Conti 2018 Collection

Purchase Agreement

Closed

07/29/22

$100.00

1,000

1,100

$100,000

$110,000

$8,521

-

-

VV-KGC2

07/29/22

Karuizawa Sapphire Geisha Collection

Purchase Agreement

Closed

07/29/22

$100.00

1,580

1,738

$158,000

$173,800

$20,198

-

-

VV-MACAL2

07/29/22

The Macallan Red 71 Collection

Purchase Agreement

Closed

07/29/22

$100.00

1,050

1,155

$105,000

$115,500

$12,444

-

-

VV-MACAL3

07/29/22

The Macallan Red 78 Collection

Purchase Agreement

Closed

07/29/22

$100.00

1,300

1,430

$130,000

$143,000

$18,962

-

-

VV-MVRW

07/29/22

Midleton Silent Distillery Collection

Purchase Agreement

Closed

07/29/22

$50.00

3,100

3,410

$155,000

$170,500

$23,862

-

-

VV-POM1

07/29/22

Pomerol Rarities Collection

Purchase Agreement

Closed

07/29/22

$100.00

1,100

1,210

$110,000

$121,000

$14,355

-

-


viii



VV-BOW50

02/17/23

Bowmore 50 Year Old Collection

Purchase Agreement

Closed

02/17/23

$100.00

600

660

$60,000

$66,000

$20,580

-

-

VV-CCC1

02/17/23

Cristal Champagne Collection

Purchase Agreement

Closed

02/17/23

$100.00

870

957

$87,000

$95,700

$11,933

-

-

VV-DL19

02/17/23

Domaine Leflaive 2019 Grand Cru Collection

Purchase Agreement

Closed

02/17/23

$100.00

630

693

$63,000

$69,300

$8,352

-

-

VV-DRCH17

02/17/23

Domaine de la Romanée-Conti 2017 Horizontal Collection

Purchase Agreement

Closed

02/17/23

$100.00

880

968

$88,000

$96,800

$11,534

Partial

$17,987.20

VV-HAWV

02/17/23

Hundred Acre Vertical Collection

Purchase Agreement

Closed

02/17/23

$50.00

1,060

1,166

$53,000

$58,300

$4,654

-

-

VV-LAF19

02/17/23

Lafite Rothschild 2019 Collection

Purchase Agreement

Closed

02/17/23

$50.00

920

1,012

$46,000

$50,600

$7,328

-

-

VV-MACFC

02/17/23

Macallan Archival Folio Collection

Purchase Agreement

Closed

02/17/23

$50.00

1,320

1,452

$66,000

$72,600

$9,838

-

-

VV-MARG1

02/17/23

Château Margaux Vertical Collection

Purchase Agreement

Closed

02/17/23

$100.00

980

1,078

$98,000

$107,800

$13,142

-

-

VV-RTBC

02/17/23

2019 Rousseau “Trinity” Burgundy Collection

Purchase Agreement

Closed

02/17/23

$100.00

1,020

1,122

$102,000

$112,200

$14,558

-

-

VV-SAIC

02/17/23

South American Icons Collection

Purchase Agreement

Closed

02/17/23

$100.00

680

748

$68,000

$74,800

$13,908

-

-

VV-TLC1

02/17/23

Tuscan Legends Collection

Purchase Agreement

Closed

02/17/23

$100.00

790

869

$79,000

$86,900

$10,602

-

-

VV-BOW2

03/01/23

Bowmore Black and Gold Collection

Purchase Agreement

Closed

3/1/23

$50.00

1,120

1,232

$56,000

$61,600

$15,036

-

-

VV-DP08

03/01/23

2008 Dom Perignon Collection

Purchase Agreement

Closed

3/1/23

$50.00

1,700

1,870

$85,000

$93,500

$10,284

-

-

VV-DRC09

03/01/23

2009 DRC Romanée-Conti Collection

Purchase Agreement

Closed

3/1/23

$100.00

1,050

1,155

$105,000

$115,500

$11,160

-

-

VV-DRCH14

03/01/23

2014 DRC Assortment Case Collection

Purchase Agreement

Closed

3/1/23

$50.00

1,440

1,584

$72,000

$79,200

$5,996

-

-

VV-DRCH19

03/01/23

2019 DRC Assortment Collection

Purchase Agreement

Closed

3/1/23

$100.00

1,940

2,134

$194,000

$213,400

$21,986

-

-

VV-ITRC

03/01/23

Italian Rarities Collection

Purchase Agreement

Closed

3/1/23

$50.00

1,460

1,606

$73,000

$80,300

$11,889

-

-

VV-KCSK

03/01/23

Karuizawa Cask Collection

Purchase Agreement

Closed

3/1/23

$100.00

3,150

3,465

$315,000

$346,500

$46,920

-

-

VV-KGC3

03/01/23

Karuizawa Pearl Geisha Collection

Purchase Agreement

Closed

3/1/23

$100.00

860

946

$86,000

$94,600

$5,248

-

-

VV-KGC4

03/01/23

Karuizawa Golden Geisha Collection

Purchase Agreement

Closed

3/1/23

$50.00

1,280

1,408

$64,000

$70,400

$19,702

-

-

VV-MACAL4

03/01/23

The Macallan Exceptional Cask Collection

Purchase Agreement

Closed

3/1/23

$100.00

800

880

$80,000

$88,000

$21,224

-

-

VV-YAM1

03/01/23

The Yamazaki 25 YO Collection

Purchase Agreement

Closed

3/1/23

$50.00

780

858

$39,000

$42,900

$8,298

-

-

VV-BOMA

5/12/23

Bonnes Mares Collection

Purchase Agreement

Closed

5/12/23

$100.00

700

770

$70,000

$77,000

$5,580

-

-

VV-CHJC

5/12/23

Champagne Jewels Collection

Purchase Agreement

Closed

5/12/23

$100.00

690

759

$69,000

$75,900

$7,566

-

-

VV-GUGL1

5/12/23

Guigal 2019 La Las Collection

Purchase Agreement

Closed

5/12/23

$100.00

610

671

$61,000

$67,100

$8,142

-

-

VV-HBC1

5/12/23

Haut Brion & La Mission Collection

Purchase Agreement

Closed

5/12/23

$100.00

1,220

1,342

$122,000

$134,200

$13,976

-

-

VV-HIB1

5/12/23

Hibiki Kutani Collection

Purchase Agreement

Closed

5/12/23

$100.00

650

715

$65,000

$71,500

$10,062

-

-

VV-KGC5

5/12/23

Karuizawa Geisha Collection #5

Purchase Agreement

Closed

5/12/23

$100.00

530

583

$53,000

$58,300

$5,404

 

 

 


ix



VV-LAT1

5/12/23

2015 Latour Collection

Purchase Agreement

Closed

5/12/23

$100.00

820

902

$82,000

$90,200

$8,144

-

 

VV-LBV1

5/12/23

Left Bank Bordeaux Values

Purchase Agreement

Closed

5/12/23

$100.00

1,020

1,122

$102,000

$112,200

$13,902

-

 

VV-RBV1

5/12/23

Right Bank Bordeaux Values

Purchase Agreement

Closed

5/12/23

$100.00

950

1,045

$95,000

$104,500

$11,992

-

 

VV-SCC1

5/12/23

Superlative Scotch Cask Collection

Purchase Agreement

Closed

5/12/23

$100.00

595

655

$59,500

$65,500

$5,424

-

 

VV-SPAN2

5/12/23

Vega Sicilia Unico Collection

Purchase Agreement

Closed

5/12/23

$100.00

720

792

$72,000

$79,200

$8,532

-

 

VV-KGC6

5/12/23

Karuizawa Geisha Collection #6

Purchase Agreement

Closed

5/12/23

$100.00

650

715

$65,000

$71,500

$7,920

-

 

VV-AMW1

7/20/23

American Whiskey Collection

Purchase Agreement

Closed

7/20/23

$100.00

1,300

1,430

$130,000

$143,000

$18,714

-

 

VV-BDXG

7/20/23

2016 Bordeaux Greats

Purchase Agreement

Withdrawn

7/20/23

$100.00

1,040

1,144

$104,000

$114,400

$12,393

-

 

VV-BURGS1

7/20/23

2020 Burgundy Stars

Purchase Agreement

Open

7/20/23

$100.00

1,000

1,100

$100,000

$110,000

$13,198

-

 

VV-CALC1

7/20/23

2019 California Cults Collection

Purchase Agreement

Closed

7/20/23

$100.00

1,000

1,100

$100,000

$110,000

$9,907

-

 

VV-CHAM2

7/20/23

Champagne Stars #2

Purchase Agreement

Open

7/20/23

$100.00

970

1,067

$97,000

$106,700

$12,229

-

 

VV-GCW1

7/20/23

2020 Grand Cru Whites

Purchase Agreement

Closed

7/20/23

$100.00

525

578

$52,500

$57,800

$5,952

-

 

VV-HCC1

7/20/23

Hanyu Cask Collection

Purchase Agreement

Closed

7/20/23

$100.00

1,180

1,298

$118,000

$129,800

$18,224

-

 

VV-MACAL5

7/20/23

The Macallan Red Collection

Purchase Agreement

Closed

7/20/23

$100.00

2,150

2,365

$215,000

$236,500

$34,425

-

 

VV-MACAL6

7/20/23

Tales of The Macallan Collection

Purchase Agreement

Closed

7/20/23

$100.00

1,130

1,243

$113,000

$124,300

$22,264

-

 

VV-PNTC1

7/20/23

Pontet Canet Collection

Purchase Agreement

Open

7/20/23

$100.00

690

759

$69,000

$75,900

$7,831

-

 

VV-SCC2

7/20/23

Superlative Scottish Casks #2

Purchase Agreement

Closed

7/20/23

$100.00

1,130

1,243

$113,000

$124,300

$13,298

-

 

VV-SUPR2

7/20/23

2020 Super Tuscans

Purchase Agreement

Closed

7/20/23

$100.00

495

545

$49,500

$54,500

$5,184

-

 

VV-LB22

8/25/2023

Left Bank 2022 En Primeur Collection

Purchase Agreement

Open

8/25/2023

$100.00

1,200

1,320

$120,000

$132,000

$14,537

-

-

VV-RB22

8/25/2023

Right Bank 2022 En Primeur Collection

Purchase Agreement

Open

8/25/2023

$100.00

560

616

$56,000

$61,600

$6,984

-

-

VV-FG22

8/25/2023

First Growth 2022 En Primeur Collection

Purchase Agreement

Open

8/25/2023

$100.00

1,110

1,221

$111,000

$122,100

$13,207

-

-

VV-KKCSK

Pending Qualification

Kiyokawa Cask Collection

Purchase Agreement

Upcoming

Upcoming (within 2 business days of qualification)

$100.00

1,250

1,375

$125,000

$137,500

$23,125

-

-

VV-DOM13

Pending Qualification

2013 Dom Perignon Collection

Purchase Agreement

Upcoming

Upcoming (within 2 business days of qualification)

$100.00

620

682

$62,000

$68,200

$9,116

-

-

VV-PG18

Pending Qualification

Penfolds Grange 2018 Collection

Purchase Agreement

Upcoming

Upcoming (within 2 business days of qualification)

$100.00

520

572

$52,000

$57,200

$6,987

-

-

VV-CDP1

Pending Qualification

Chateauneuf du Pape Champions Collection

Purchase Agreement

Upcoming

Upcoming (within 2 business days of qualification)

$100.00

600

660

$60,000

$66,000

$10,545

-

-


x



VV-IGMS

Pending Qualification

Italian Gems Collection

Purchase Agreement

Upcoming

Upcoming (within 2 business days of qualification)

$100.00

520

572

$52,000

$57,200

$7,782

-

-

VV-RUM1

Pending Qualification

Rare Rum Cask Collection

Purchase Agreement

Upcoming

Upcoming (within 2 business days of qualification)

$100.00

820

902

$82,000

$90,200

$13,797

-

-

VV-HPHH

Pending Qualification

Highland Park Hogshead Collection

Purchase Agreement

Upcoming

Upcoming (within 2 business days of qualification)

$100.00

900

990

$90,000

$99,000

$16,620

-

-

VV-JPNW

Pending Qualification

Japanese Whisky Icons Collection

Purchase Agreement

Upcoming

Upcoming (within 2 business days of qualification)

$100.00

500

550

$50,000

$55,000

$7,486

-

-

 

(1)In this column, “Open” indicates that the offering has been qualified by the SEC and the company is actively accepting investments in that offering. “Closed” indicates that the offering was previously Open and accepting investments, but is now no longer accepting investments. “Upcoming” indicates that the offering has not yet been qualified by the SEC, and therefore is not open for investment. “Withdrawn” indicates an offering that was either previously qualified by the SEC or submitted to the SEC for qualification in an offering statement that the company has subsequently decided to cancel, returning any investments received by the company from investors in that offering and preventing any future investment in that offering. 

(2) An “exit” refers to the sale of the underlying assets of a series. A partial exit is a sale of a portion of the underlying assets of the series. A full exit is the sale of all underlying assets of the series.

(3)Reflects amounts of cash distributed to holders of interests of the series as of September 27, 2023. 


xi



SUMMARY

 

The following summary is qualified in its entirety by the more detailed information appearing elsewhere in this offering circular.  You should read the entire offering circular and carefully consider, among other things, the matters set forth in the section captioned Risk Factors.” You are encouraged to seek the advice of your attorney, tax consultant, and business advisor with respect to the legal, tax, and business aspects of an investment in our interests. All references in this offering circular to “$” or “dollars” are to United States dollars.

 

THE COMPANY

 

Overview

 

Investing in fine wine, champagne and spirits has serious barriers to entry such as the need for a large initial investment for proper diversification, storage challenges, logistical challenges, lack of industry expertise, and tremendous market inefficiencies. Today, those who are passionate about wine and spirits are limited to investing through a wine and spirits broker, hiring a wine & spirits manager, or self-directed investing. The current investment options do not address all of these challenges and barriers.

 

We seek to remove these challenges, allowing investors to access the benefits of fine wine and spirits. We have been formed for the purpose of allowing investors to invest in fine wine and spirits.

 

The Vint Platform is our proposed solution to this problem. We have created a marketplace for investment in fine wine and spirits collections comprised of wines and spirits produced all over the world. The primary fine wine regions include Bordeaux, Burgundy, Italy, Australia, USA, and some emerging market countries. The primary spirits we have sourced, and plan to continue to source, are Scotch whiskey, bourbon, Japanese whiskey, cognac, and rum.  We work with industry leaders for each offering, to provide diversification in its wine and spirits collections.

 

We target the acquisition of underlying assets pools for each series with assets ranging in the total price of approximately $25,000 to $50,000,000. Some asset collections may also be below this range. Our mission is to democratize wealth accumulation by providing access, liquidity and transparency.

 

History and Structure

 

The Company is a series limited liability company formed on June 16, 2020 pursuant to Section 18-215 of the Delaware Limited Liability Company Act, or the LLC Act.

 

As a series limited liability company, title to our underlying assets will be held by, or for the benefit of, the applicable series of interests. We intend that each series of interests will own its own underlying assets, which will be collections of fine wines and spirits. A new series of interests will be issued for future collections of wines and spirits acquired by us.

 

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

 

Manager

 

VinVesto, Inc., a Delaware corporation incorporated in June 2020 (which we refer to as “VinVesto” or our “Manager”), is the Manager of the Company and each series of the Company. The Manager also owns and operates the website located at www.vint.co (“Vint Platform”) through which each series of interests will be sold.


1



At the closing of each offering, the Manager or its affiliates will purchase a minimum of 0.5% and up to a maximum of 19.99% of the interests sold in such offering for the same price as all other investors. The Manager may sell its interests from time to time after closing of any offering. The Manager has no present intention to sell its interests, and any future sales would be based upon our potential need for capital, market prices of the interests at the time of a proposed sale and other factors that a reasonable investor might consider in connection with the sale of securities similar to our interests.

 

Advisory Board

 

The Manager has assembled an expert network of advisors with experience in relevant industries (which we refer to as the Advisory Board) to assist it in identifying and acquiring the fine wine and other alternative assets, to assist the series manager described below in managing the underlying assets and to advise the Manager and certain other matters associated with our business and various series.  We currently have four members of our Advisory Board and are seeking to add additional members.

 

Operating Expenses

 

Each series of the Company will be responsible for the following costs and expenses attributable to the activities of the Company related to such series (we refer to these as Operating Expenses):

 

any and all fees, costs and expenses incurred in connection with the management of our underlying assets, including import taxes, income taxes, storage (including property rental fees should the Manager decide to rent a property to store a number of underlying assets), security, valuation, custodial, marketing and utilization of the underlying assets; 

 

any fees, costs and expenses incurred in connection with preparing any reports and accounts of each series, including any blue-sky filings required in order for a series to be made available to investors in certain states and any annual audit of the accounts of such series (if applicable) and any reports to be filed with the Commission; 

 

any and all insurance premiums or expenses, including directors and officer’s insurance of the directors and officers of the Manager or series manager, in connection with the underlying assets; 

 

any withholding or transfer taxes imposed on the Company or a series or any interest holders as a result of its or their earnings, investments or withdrawals; 

 

any governmental fees imposed on the capital of the Company or a series or incurred in connection with compliance with applicable regulatory requirements; 

 

any legal fees and costs (including settlement costs) arising in connection with any litigation or regulatory investigation instituted against the Company, a series or our series manager in connection with the affairs of the Company or a series; 

 

the fees and expenses of any administrator, if any, engaged to provide administrative services to the Company or a series; 

 

all custodial fees, costs and expenses in connection with the holding of an underlying asset; 

 

any fees, costs and expenses of a third-party registrar and transfer agent appointed by our managing member in connection with a series; 

 

the cost of the audit of the annual financial statements of the Company or a series and the preparation of tax returns and circulation of reports to interest holders; 

 

any indemnification payments; 


2



the fees and expenses of counsel to the Company or a series in connection with advice directly relating to its legal affairs; 

 

the costs of any other outside appraisers, valuation firms, accountants, attorneys or other experts or consultants engaged by our managing member in connection with the operations of the Company or a series; and 

 

any similar expenses that may be determined to be Operating Expenses, as determined by our managing member in its reasonable discretion. 

 

The Manager has agreed to pay and not be reimbursed for Operating Expenses incurred prior to the initial closing of each offering. The Manager will bear its own expenses of an ordinary nature, including, all costs and expenses on account of rent (other than for storage of the underlying assets), supplies, secretarial expenses, stationery, charges for furniture, fixtures and equipment, payroll taxes, remuneration and expenses paid to employees and utilities expenditures (excluding utilities expenditures in connection with the storage of the underlying assets).

 

If the Operating Expenses exceed the amount of revenues generated from an underlying asset and cannot be covered by any Operating Expense reserves on the balance sheet of such underlying asset, the Manager may (a) pay such Operating Expenses and not seek reimbursement, (b) loan the amount of the Operating Expenses to the applicable series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by such underlying asset (which we refer to as Operating Expenses Reimbursement Obligation(s)), and/or (c) cause additional interests to be issued in such series in order to cover such additional amounts.

 

Series manager

 

Each series will appoint the Manager to serve as series manager to manage the underlying asset related to such series pursuant to an asset management agreement. Except as set forth below and any guidance as may be established from time to time by the Manager or the Advisory Board, our series manager will have sole authority and complete discretion over the care, custody, maintenance and management of each underlying asset and to take any action that it deems necessary or desirable in connection therewith. Our series manager will be authorized on behalf of each series to, among other things:

 

create the asset maintenance policies for each underlying asset in consultation with the Advisory Board and oversee compliance with such maintenance policies; 

 

purchase and maintain insurance coverage for each underlying asset for the benefit of the series related to such asset; 

 

engage third party independent contractors for the care, custody, maintenance and management of each underlying asset; 

 

develop standards for the care of each underlying asset while in storage; 

 

develop standards for the transportation and care of each underlying asset when outside of storage; 

 

reasonably make all determinations regarding the calculation of fees, expenses and other amounts relating to each underlying asset paid by the series manager; 

 

deliver invoices to the Manager for the payment of all fees and expenses incurred by the series in connection with the maintenance of its underlying asset and ensure delivery of payments to third parties for any such services; and 

 

generally perform any other act necessary to carry out its obligations under the asset management agreement. 


3



Our series manager will be paid fees associated with the sourcing of each underlying asset; provided that such Sourcing Fee may be waived by our series manager. The Manager is also entitled to reimbursement for offering expenses and acquisition expenses paid by the Manager on behalf of each series – however, the Manager has elected to assume and not be reimbursed for offering expenses incurred by its series.

 

See “Description of Business—Description of the Asset Management Agreement.”

 

Distribution Rights

 

The Manager may, in its sole discretion, sell one or more assets which are part of the underlying assets and distribute Free Cash Flow, if any, to holders of each series of interests. The Manager has the discretion to determine the timing of distributions, and currently intends to make such distributions at the end of each fiscal quarter after the sale of underlying asset(s).

 

Free Cash Flow consists of the net income (as determined under U.S. generally accepted accounting principles, or GAAP) generated by such series 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 underlying asset related to such series. The Manager may maintain Free Cash Flow funds in a deposit account or an investment account for the benefit of the series.

 

Any Free Cash Flow generated by a series from the utilization of the underlying asset related to such series shall be applied within the series in the following order of priority:

 

repay any amounts owing to third-party creditors; 

 

thereafter to repay any amounts outstanding under Operating Expenses Reimbursement Obligations plus accrued interest; 

 

thereafter to create such reserves as the Manager deems necessary, in its sole discretion, to meet future Operating Expenses; and 

 

thereafter by way of distribution to holders of the interests of such series (net of corporate income taxes applicable to the series), which may include asset sellers of the underlying asset related to such series or the Manager or any of its affiliates. 

 

Asset seller(s) are any individual(s), dealer or collectors, which owns an underlying asset prior to (i) a purchase of an underlying asset by us in advance of a potential offering or (ii) the closing of an offering from which proceeds are used to acquire the underlying asset.

 

See “Securities Being Offered—Distribution Rights.”

 

Timing of Distributions

 

The Manager may make distributions of Free Cash Flow remaining to holders of interests subject to it having the right, in its sole discretion, to withhold distributions in order to meet anticipated costs and liabilities of the series. The Manager may change the timing of potential distributions in its sole discretion.


4



Distributions upon Liquidation

 

Upon the occurrence of a liquidation event relating to the Company as a whole or any series, the Manager (or a liquidator selected by the Manager) is charged with winding up the affairs of the series or the Company as a whole, as applicable, and liquidating its assets. Upon the liquidation of a series or the Company as a whole, as applicable, the underlying assets will be liquidated and any after-tax proceeds distributed: (i) first, to any third party creditors, (ii) second, to any creditors that are the Manager or its affiliates (e.g., payment of any outstanding Operating Expenses Reimbursement Obligation), and thereafter, (iii) first, 100% to the interest holders of the relevant series of interests, allocated pro rata based on the number of interests held by each interest holder (which may include the Manager, any of its affiliates and asset sellers and which distribution within a series will be made consistent with any preferences which exist within such series) until the interest holders receive back 100% of their capital contribution, allocated pro rata based on the number of interests held by each interest holder (which may include the Manager, any of its affiliates and asset sellers and which distribution within a series will be made consistent with any preferences which exist within such series). See “Securities Being Offered—Liquidation Rights.”

 

Transfer Restrictions

 

The Manager may refuse a transfer by a holder of its interest(s) in any series if such transfer would result in (a) there being more than 2,000 beneficial owners in such series or more than 500 beneficial owners in such series that are not “accredited investors” (provided that the Manager may waive such limitations), (b) the assets of such series being deemed “plan assets” for purposes of the Employee Retirement Income Security Act of 1974 and regulations thereunder, as amended, or ERISA, (c) a change of U.S. federal income tax treatment of the Company and/or such series, or (d) the Company, such series or the Manager being subject to additional regulatory requirements. Furthermore, as our interests are not registered under the Securities Act, transfers of our interests may only be effected pursuant to exemptions under the Securities Act and permitted by applicable state securities laws. See “Securities Being Offered—Transfer Restrictions” for more information.


5



THE OFFERINGS

 

Securities being offered:

 

We are offering the minimum number of interests of each series at a price per interest set forth in the “Series Offering Table” section above. The Manager will own a minimum of 0.50% and may own a maximum of 19.99% of the interests of each series at closing. The Manager may sell these interests at any time after the applicable closing.  The offering will not close unless the minimum number of interests have been sold.

 

Each series of interests is intended to be a separate series of the Company for purposes of assets and liabilities. See “Securities Being Offered” for further details. The interests will be non-voting except with respect to certain matters set forth in our limited liability company agreement, dated October 28, 2020, as amended from time to time, or the “operating agreement”. The purchase of a particular series of interests is an investment only in that series of the Company and not an investment in the Company as a whole.

 

Minimum and maximum subscription:

 

The minimum subscription by an investor is one (1) interest and the maximum subscription by any investor is for interests representing 19.99% of the total interests of a particular series, although such maximum thresholds may be waived by the Manager in its sole discretion.  Additional limitations apply for non-accredited investors.

 

Restrictions on investment:

 

Each investor must be a “qualified purchaser.” See “Plan of Distribution and Subscription Procedures” for further details. The Manager may, in its sole discretion, decline to admit any prospective investor, or accept only a portion of such investor’s subscription, regardless of whether such person is a “qualified purchaser.”  Furthermore, the Manager anticipates only accepting subscriptions from prospective investors located in states where the Broker is registered.

 

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)I of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

 

Escrow account:

 

The subscription funds advanced by prospective investors as part of the subscription process will be held in a non-interest bearing escrow account with North Capital Private Securities Corporation, or the Escrow facilitator, and will not be commingled with the operating account of any series until, if and when there is a closing with respect to that investor.

 

When the Escrow facilitator has received instructions from the Manager and the Broker that an offering will close and the investor’s subscription is to be accepted (either in whole or part), then the Escrow facilitator shall disburse such investor’s subscription proceeds in its possession to the account of the series. Amounts paid to the Escrow facilitator are categorized as Offering Expenses.

 

If any offering is terminated without a closing, or if a prospective investor’s subscription is not accepted or is cut back due to oversubscription or otherwise, such amounts placed into escrow by prospective investors will be returned promptly to them without interest. Any costs and expenses associated with a terminated offering will be borne by the Manager.

 

Broker:

 

The Company has engaged the services of Dalmore Group, LLC to act as the broker-dealer of record. See “Plan of Distribution and Subscription Procedure.”


6



 

Offering period:

 

There will be a separate closing with respect to each offering. The closing of an offering will occur on the date subscriptions for the minimum number of interests offered for a series have been accepted. If closing has not occurred, an offering shall be terminated upon (i) the date which is one year from the date such offering circular or amendment thereof, as applicable, is qualified by the Commission, which period may be extended with respect to a particular series by an additional six months by the 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 securityholders.

 

Use of proceeds:

 

The proceeds received in an offering will be applied in the following order of priority of payment:

 

 

 

 

 

 

 

Acquisition Cost of the Underlying Asset: The Company acquires underlying assets through the following methods:

 

 

 

1.

Upfront purchase - The Company acquires an underlying asset from an asset seller prior to the launch of the offering related to the series using funds advanced by the Manager.  Upon completion of the offering, the advanced amounts are repaid to the Manager;

 

 

 

2.

 Purchase agreement - The Company enters into an agreement with an asset seller to acquire an underlying asset, which acquisition may become effective prior to the closing of the offering of the related Series offering, in which case the Company is obligated to acquire the underlying asset prior to the closing using funds advanced by the Manager and reimbursed out of offering proceeds; or

 

 

 

3.

 Purchase option agreement - The Company enters into a purchase option agreement with an asset seller, which gives the Company the right, but not the obligation, to acquire the underlying asset upon completion of the Series offering.

 

 

 

 

 

 

 

 

 

The Company’s acquisition method for each underlying asset is noted in the “Use of Proceeds/Description of Underlying Assets – All series” for each series underlying asset.

 

 

 

 

 

 

 

Acquisition Expenses: Each series will be responsible for any and all fees, costs and expenses incurred in connection with the evaluation, discovery, investigation, development and acquisition of the Underlying Asset related to such series incurred prior to the Closing, including brokerage and sales fees and commissions, appraisal fees, research fees, transfer taxes, third party industry and due diligence experts, bank fees and interest (if the Underlying Asset was acquired using debt prior to completion of an offering), auction house fees, travel and lodging for inspection purposes, photography and videography expenses in order to prepare the profile for the Underlying Asset on the Vint Platform (the “Acquisition Expenses”).

 

 

 

 

 

 

 

Asset Expenses: In general, these include costs associated with the storage and maintenance of the asset, which include storage, shipping and transportation, and insurance costs; and


7



 

 

 

 

 

 

 

Sourcing Fee: Our series manager may be paid a Sourcing Fee from the gross proceeds of each series offering. The Sourcing Fee may be between 0% and 35% of the gross offering proceeds of each series offering, and is set at the discretion of the series manager. Factors the series manager may consider in determining the Sourcing Fee for a particular series offering may include, but are not limited to, current market offers for the series assets, comparable asset pricing data, and/or or the level of difficulty and costs related to sourcing the particular assets of the series. See “Use of Proceeds to Issuer” and “Plan of Distribution and Subscription Procedures” sections for further details.

 

 

 

 

Risk factors:

 

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


8



RISK FACTORS

 

The interests offered hereby are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose their entire investment. There can be no assurance that our investment objectives will be achieved or that a secondary market would ever develop for our interests, whether via the Vint Platform, via third party registered broker-dealers or otherwise. The risks described in this section should not be considered an exhaustive list of the risks that prospective investors should consider before investing in our interests. Prospective investors should obtain their own legal and tax advice prior to making an investment in our interests and should be aware that an investment in our interests may be exposed to other risks of an exceptional nature from time to time. The following considerations are among those that should be carefully evaluated before making an investment in our interests.

 

Risks Related to the Structure, Operation and Performance of our Company

 

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

 

A purchase of our interests does not constitute an investment in either the Company or the underlying assets directly. This results in limited voting rights of the investor, which are solely related to the series. Investors will have voting rights only with respect to certain matters, primarily relating to amendments to the operating agreement that would adversely change the rights of the interest holders and removal of the Manager for “cause.” The Manager and series manager thus retain significant control over the management of the Company and the underlying assets. Furthermore, because the interests do not constitute an investment in the Company as a whole, holders of a particular series of interests will not receive any economic benefit from, or be subject to the liabilities of, the assets of any other series of interest. In addition, the economic interest of a holder in a series will not be identical to owning a direct undivided interest in the underlying assets because, among other things, the series will be required to pay corporate taxes before distributions are made to the holders, and the series manager will receive a fee in respect of its management of the underlying assets.

 

The Company was recently formed, has no track record and no operating history from which you can evaluate the Company or this investment and relatively limited experience in investing in fine wine or spirits.

 

The Company was recently formed and has not generated any revenues and has no operating history upon which prospective investors may evaluate their performance. Furthermore, neither our Manager nor its executive officers have any experience in investing in fine wines or similar assets or managing pools of investment assets.  The Manager is reliant upon the experience of its Advisory Board members for sourcing and analyzing investment opportunities.  Failure to attract additional advisors with experience in investing in fine wine or spirits will significantly affect the Company’s ability to make quality investments.  No guarantee can be given that the Company or a series will achieve their investment objectives, the value of the underlying assets will increase or the underlying assets will be successfully monetized.

 

Given our start-up nature, investors may not be interested in making an investment and we may not be able to raise all of the capital we seek and this could have a material adverse effect upon the Company and the value of your interests.

 

Due to the start-up nature of the Company, there can be no guarantee that we will reach our funding target from potential investors. In the event we do not reach a funding target, we may not be able to achieve our investment objectives by acquiring additional underlying assets through the issuance of additional series of interests and monetizing them together with existing assets to generate distributions for investors. In addition, if we are unable to raise funding for additional series of interests, this may impact any investors already holding interests as they will not see the benefits which arise from economies of scale following the acquisition by other series of interests of additional underlying assets and other monetization opportunities (e.g., hosting events with the collection of underlying assets).


9



There are few, if any, businesses that have pursued a strategy or investment objective similar to ours, which may make it difficult for the Company and interests to gain market acceptance.

 

There are a limited number of other companies which crowd fund fine wines and spirits or propose to run a platform for crowd funding of interests in fine wines and spirits. The Company and its interests may not gain market acceptance from potential investors, potential asset sellers or service providers within the fine wine and spirit industry, including insurance companies, appraisers, and strategic partners. This could result in an inability of the Manager to operate the underlying assets profitably. This could impact the issuance of further series of interests and additional underlying assets being acquired by us. This would further inhibit market acceptance of the Company and if we do not acquire any additional underlying assets, investors would not receive any benefits which arise from economies of scale (such as reduction in storage costs as a large number of underlying assets are stored at the same facility, group discounts on insurance and the ability to monetize underlying assets through museums or other programs that would require us to own a substantial number of underlying assets).

 

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

 

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

 

Management has the ultimate discretion to determine the Sourcing Fee.

 

Our series manager will be paid a fee as compensation for sourcing each underlying asset (which we refer to as the Sourcing Fee); provided that the Sourcing Fee may be waived by our series manager. The Sourcing Fee may be between 0% and 35% of the gross offering proceeds of each series offering. The series manager has the ultimate discretion to determine the Sourcing Fee – and while the series manager may consider a number of factors, many of which are discussed elsewhere in this offering circular, the series manager is not required to consider these factors (or any factors) in determining the Sourcing Fee for a particular offering – and as such, Sourcing Fees may vary significantly from offering to offering.

 

The Sourcing Fee impacts the size of an offering, which will exceed the purchase price of the related underlying assets. If the underlying assets did not have substantial appreciation prior to being sold, there may not be sufficient proceeds from the sale of the underlying assets to repay investors the amount of their initial investment.

 

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

 

Operating Expenses incurred post-closing will be the responsibility of the applicable series. However, if the Operating Expenses exceed the amount of revenues generated from the underlying assets related to such series, the Manager may (a) pay such Operating Expenses and not seek reimbursement, (b) loan the amount of the Operating Expenses to the series, on which the Manager may impose a reasonable rate of interest, and be entitled to Operating Expenses Reimbursement Obligations, and/or (c) cause additional interests of such series to be issued in order to cover such additional amounts.

 

If there is an Operating Expenses Reimbursement Obligation, this reimbursable amount between related parties would be taken out of the Free Cash Flow generated by the series and could reduce the amount of any future distributions payable to investors. If additional series interests are issued, this would dilute the current value of the interests held by existing investors and the amount of any future distributions payable to such existing investors.


10



Our success depends in large part upon the Manager and its ability to execute our business plan.

 

The successful operation of the Company (and therefore, the success of each series) is in part dependent on the ability of the Manager and series manager to source, acquire and manage the underlying assets. As the Manager has only been in existence since June 2020 and is an early-stage startup company, it has no significant operating history within the fine wine and spirits sector that would evidence its ability to source, acquire, manage and utilize the underlying assets.

 

The success of the Company (and therefore, each series) will be highly dependent on the expertise and performance of the Manager and its team, its expert network and other investment professionals (which include third party experts) to source, acquire and manage the underlying assets. There can be no assurance that these individuals will continue to be associated with the Manager or series manager. The loss of the services of one or more of these individuals could have a material adverse effect on the underlying assets, in particular, their ongoing management and use to support the investment of the holders of the series interests.

 

Furthermore, the success of the Company and the value of each series is dependent on there being critical mass from the market for the series interests and also our ability to acquire a number of underlying assets in multiple series of interests so that the investors can benefit from economies of scale which arise from holding more than one underlying asset. In the event that we are unable to source additional underlying assets due to, for example, competition for such underlying assets or lack of underlying assets available in the marketplace, then this could materially impact our success and our objectives of acquiring additional underlying assets through the issuance of further series of interests and monetizing them together with existing assets through revenue generating events and leasing opportunities.

 

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

 

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

 

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


11



Potential breach of the security measures of the Vint Platform could have a material adverse effect on the Company, each series and the value of your investment.

 

The highly automated nature of the Vint Platform through which potential investors acquire or transfer interests may make it an attractive target and potentially vulnerable to cyber-attacks, computer viruses, physical or electronic break-ins or similar disruptions. The Vint Platform processes certain confidential information about investors, asset sellers and the underlying assets. While we intend to take commercially reasonable measures to protect our confidential information and maintain appropriate cybersecurity, the security measures of the Vint Platform, the Company, the Manager or our service providers (including the Broker) could be breached. Any accidental or willful security breaches or other unauthorized access to the Vint Platform could cause confidential information to be stolen and used for criminal purposes or have other harmful effects. Security breaches or unauthorized access to confidential information could also expose us to liability related to the loss of the information, time-consuming and expensive litigation and negative publicity, or loss of the proprietary nature of the Manager’s and the Company’s trade secrets. If security measures are breached because of third-party action, employee error, malfeasance or otherwise, or if design flaws in the Vint Platform software are exposed and exploited, the relationships between the Company, investors, users and the asset sellers could be severely damaged, and the Company or the Manager could incur significant liability or have their attention significantly diverted from utilization of the underlying assets, which could have a material negative impact on the value of interests or the potential for distributions to be made on the interests.

 

Because techniques used to sabotage or obtain unauthorized access to systems change frequently and generally are not recognized until they are launched against a target, we, the third-party hosting used by the Vint Platform and other third-party service providers may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, federal regulators and many federal and state laws and regulations require companies to notify individuals of data security breaches involving their personal data. These mandatory disclosures regarding a security breach are costly to implement and often lead to widespread negative publicity, which may cause investors, the asset sellers or service providers within the industry, including insurance companies, to lose confidence in the effectiveness of the secure nature of the Vint Platform. Any security breach, whether actual or perceived, would harm our reputation and the Vint Platform and we could lose investors and the asset sellers. This would impair our ability to achieve our objectives of acquiring additional underlying assets through the issuance of further series of interests and monetizing them together with existing assets through revenue generating events and leasing opportunities.

 

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

 

The Manager may arrange for some of the interests it holds in a specific series of interests to be sold by a broker pursuant to a “10b5-1 trading plan”. The Manager has no present intention to sell its interests, and any future sales would be based upon our potential need for capital, market prices of the interests at the time of a proposed sale and other factors that a reasonable investor might consider in connection with the sale of securities similar to our interests. There is a risk that a sale by the Manager may result in too many interests being available for resale and the price of the relevant series of interests decreasing as supply outweighs demand.

 

Non-compliance with regulations may result in the abrupt cessation of business operations, rescission of any contracts entered into, an early termination of any series of interests sold or, if we were deemed to be subject to the Investment Advisers Act, the liquidation and winding up of any series of interests sold.

 

Furthermore, we are not registered and will not be registered as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act, and neither the Manager nor our series manager is or will be registered as an investment adviser under the Investment Advisers Act of 1940, as amended, or the Investment Advisers Act, and thus the interests do not have the benefit of the protections of the Investment Company Act or the Investment Advisers Act. We and the Manager have taken the position that the underlying assets are not “securities” within the meaning of the of the Investment Company Act or the Investment Advisers Act, and thus our assets will be comprised of less than 40% investment securities under the Investment Company Act and the Manager and our series manager will not be advising with respect to securities under the Investment Advisers Act. This position, however, is based upon applicable case law that is inherently subject to judgments and interpretation.  If we were to be required to register under the Investment Company Act or the Manager were to be required to register under the Investment Advisers Act, it could have a material and adverse impact on the results of operations and expenses of a


12



series and the Manager may be forced to liquidate and wind up the series or rescind the offering for any series of interests.

 

There may be deficiencies with our internal controls that require improvements, and if we are unable to adequately evaluate internal controls, we may be subject to sanctions.

 

As a Tier 2 issuer under Regulation A, we will not need to provide a report on the effectiveness of our internal controls over financial reporting, and we will be exempt from the auditor attestation requirements concerning any such report so long as we are a Tier 2 issuer. We are in the process of evaluating whether our internal control procedures are effective and therefore there is a greater likelihood of undiscovered errors in our internal controls or reported financial statements as compared to issuers that have conducted such evaluations.

 

Our business is subject to outside events.

 

Unpredictable and/or uncontrollable events, such as the COVID-19 outbreak, could adversely affect our business. Our business could be subject to unpredictable and uncontrollable events, such as earthquakes, power shortages, telecommunications failures, water shortages, floods, hurricanes, typhoons, fires, extreme weather conditions, medical epidemics or pandemics, such as the COVID-19 outbreak, and other natural or manmade disasters or business interruptions. The occurrence of any of these business disruptions could seriously harm our operations and financial condition and increase our costs and expenses. The risk, or public perception of the risk, of a pandemic, or media coverage of infectious diseases, could adversely affect the value of the underlying assets and the financial condition of our investors or prospective investors, resulting in reduced demand for our offerings and alternative asset classes generally. Moreover, an epidemic, pandemic, outbreak or other public health crisis, such as COVID-19, could adversely affect employees of our Manager, which serves as the series manager and in which we rely to manage the logistics of our business. “Shelter-in-place” or other such orders by governmental entities could also disrupt our operations if employees of our Manager who cannot perform their responsibilities from home are not able to report to work or carry out necessary actions related to the logistics of our business. Risks related to an epidemic, pandemic or other health crisis, such as COVID-19, could also lead to the complete or partial closure of one or more of our facilities or the storage facility in which we lease space, which could prevent us from accessing the underlaying assets. Further, risks related to an epidemic, pandemic or other health crisis, such as COVID-19, could lead to complete or partial cessation of operations of our sourcing partners for the underlying assets.

 

Risks Related to the Fine Wine & Spirits Industry

 

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

 

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

 

The failure of the Manager and Company to retain necessary licenses would impact the ability to conduct business.

 

The Manager and the Company have both received their Federal Basic Permit from the Alcohol and Tobacco Tax and Trade Bureau (TTB). This license allows the acquisition of wine at a commercial level. The Basic Permit allows the Manager and the Company to buy and sell wine at the wholesaler level. This license is perpetual and does not require annual renewal provided that the holder does not violate the terms of the license. The Basic Permit is a federal license and does not relate to state licensure. We may acquire state licensure, or sell our wine through registered brokers, merchants, or auction houses. The Manager is the facilitator of the wine acquisitions and liquidations. The Manager for now, and the series later, will use a third-party bonded warehouse Domaine Wine Storage & Bordeaux Index Octavian Storage, as discussed in the offering materials, and therefore will not need a bonded warehouse license. Because the underlying assets are held as long-term investments, neither the Manager nor the Company require or have obtained an Online Wine Retail License.  We must renew each license and may need to obtain other licenses and failing to do so would have a material adverse affect on our business.


13



Each series of the Company is expected to invest in a collection of fine wines or spirits. If there is a downturn in this industry or the economy in general, then the value of the underlying assets is likely to decrease.

 

Given the concentrated nature of the underlying assets (i.e., fine wines or spirits) any downturn in the fine wine or spirits industry is likely to impact the value of the underlying assets, and consequently the value of the interests. Furthermore, as fine wines and spirits are discretionary items, the value of such items may be impacted if an economic downturn occurs and there is less disposable income for individuals to invest in products such as fine wines or spirits. In the event of a downturn in the industry, the value of the underlying assets is likely to decrease.

 

The volatility in prices for fine wines or spirits may result in downward price pressure and adversely affect our objectives.

 

The market for fine wine and spirits is subject to volatility in demand in recent periods. Demand for high value fine wine and spirits depends to a large extent on general, economic, political and social conditions in a given market as well as the tastes of the collector or fine wine and spirits enthusiast community resulting in changes in the vineyards and types of fine wine and spirits that are most sought after. Volatility in demand may lead to volatility in the value of an acquired fine wine and spirits, which may result in further downward price pressure and adversely affect our ability to achieve our objective of acquiring additional underlying assets through the issuance of further series of interests and monetizing them together with existing assets. In addition, the lack of demand may reduce any further issuance of series of interests and acquisition of more underlying assets, thus limiting the benefits the investors already holding series of interests could receive from there being economies of scale (e.g., cheaper insurance due to a number of underlying assets requiring insurance). These effects may have a more pronounced impact given the limited number of underlying assets held by the Company in the short-term.

 

The fine wine and spirits industry is subject to global market conditions.

 

The global economy and financial markets and political conditions of various countries can adversely affect the supply of and demand for fine wine and spirits, and unpredictable and/or uncontrollable events. The fine wine and spirits industry may be influenced by the overall strength and stability of the global economy and financial markets of various countries, although any correlation may not be immediately evident. In addition, global political conditions and world events may affect our business through their effect on the economies of various countries, as well as on the willingness of potential buyers to purchase fine wine and spirits in the wake of economic uncertainty. Accordingly, weakness in the global economy and financial markets of various countries may cause a downturn in the fine wine and spirits industry, which is likely to impact the value of the underlying assets, and consequently the value of the interests.

 

Selling pressure in the fine wine and spirits market may result in downward price revisions and affect our overall objectives.

 

Demand for fine wine or spirits can be volatile. Broader economic conditions, personal financial stress, and change in investing preferences are all reasons that a wine or spirits collector may sell their collection. Other reasons people may sell their wine or spirits collection include, but are not limited to, a lack of space in their wine storage location, change in preferences, realizing their capital gains, and receiving an above market offer for their collection. The Company finds it hard to predict these factors and may not be able to liquidate the wines or spirits prior to downward price revisions. Global factors including, but not limited to, tariffs, En Primuer production, weather factors, and macroeconomic changes can all influence wine demand. The Company finds it difficult to predict macroeconomic changes. Factors that impact demand in the wine and spirits market include, critic scores, brand quality, outstanding supply, production quality, En Primuer pricing, vintage quality, and customer trends. The Company is working to predict these factors to achieve the best returns for our series Holders. The Company’s predictions of these factors may not be accurate and may impact the value of the underlying assets.

 

Fine wine and spirits are difficult to value, and any valuations obtained are not guarantees of realizable price.

 

As explained in the “Description of Business,” fine wine and spirits are difficult to value. The average market value of the underlying assets is determined by aggregating available pricing data. The Manager has based the market value on data sourced from online retailers, price aggregators, and fine wine & spirits exchanges. Our manager sources data from reputable valuation providers in the industry; however, it may rely on the accuracy of the underlying data without any means of detailed verification. Consequently, valuations may be uncertain. The value of the underlying assets can


14



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

 

The United Kingdom is a key market for global wine and spirits trade. The Manager has key relationships in the United Kingdom. If these relationships end, the Manager may experience a materially negative impact on business operations.

 

The United Kingdom is a key market for global fine wine and spirits trade. The Manager has relationships with multiple suppliers in the United Kingdom. These relationships allow the Manager to access a significant supply of fine wines and spirits. The Manager has partnered with Bordeaux Index and the London International Vintner’s Association to aid in the sourcing of the underlying assets. Both parties assist the Manager in the sourcing, storage, and management of the underlying assets. The Manager has entered into a trading and data utilization agreement with the London International Vintner’s Association. This relationship may be terminated by either party with reasonable notice. The Manager has entered into a sourcing and storage relationship with Bordeaux Index. This relationship is subject to termination by either party. The termination of any of these relationships may result in a negative impact on business operations.

 

The Manager and each series rely on third-party assessments of the market for the types of assets to be acquired, or the value of the specific assets. None of these assessments have been prepared in connection with the offering circular.

 

Included in our offering circular are references to reports or assessments created by third parties which the Manager and each series have relied upon for determining the potential market and current value of particular assets. We have not independently verified the information contained in those reports and assessments, and none were prepared in connection with the offering circular. The references should not be taken as an endorsement of our offering by those third-parties.

 

Risks Related to the Underlying Assets

 

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

 

An underlying asset may be lost or damaged by causes beyond our reasonable control when in storage or on display. Any damage to an underlying asset could adversely impact the value of the underlying asset or adversely increase the liabilities or Operating Expenses of its related series.  Although we intend for the underlying assets to be insured at replacement cost (subject to policy terms and conditions), in the event of any claims against such insurance policies, there can be no guarantee that any losses or costs will be reimbursed, that the underlying assets can be replaced on a like-for-like basis or that any insurance proceeds would be sufficient to pay the full market value (after paying for any outstanding liabilities including, but not limited to, any outstanding balances under Operating Expenses Reimbursement Obligations), if any, of the related series. In the event that damage is caused to an underlying asset, this will impact the value of the underlying asset, and consequently, the series related to the underlying asset, as well as the likelihood of any distributions being made by us to the investors.

 

Competition in the fine wine and spirits industry from other business models may make it difficult to obtain underlying assets.

 

There is potentially significant competition for the underlying assets from many different market participants. While the majority of transactions continue to be peer-to-peer with very limited public information, other market players such as collectors, dealers, and auction houses continue to play an increasing role. This competition may impact the liquidity of a series, as it is dependent on our acquiring attractive and desirable underlying assets to ensure that there is an appetite of potential investors for the interests. In addition, there are companies that are developing crowd funding models for other alternative asset classes such as art or collectibles, who may decide to enter the fine wine and spirits market as well.


15



Potentially high storage, maintenance and insurance costs for the underlying assets may adversely impact the value of the related series and the amount of distributions made holders of interests.

 

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

 

If costs turn out to be higher than expected, this would impact the value of the series, the amount of distributions made to investors holding the series, on potential proceeds from a sale of the related underlying asset (if ever), and any capital proceeds returned to investors after paying for any outstanding liabilities, including, but not limited to any outstanding balances under Operating Expenses Reimbursement Obligation.

 

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

 

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

 

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

 

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

 

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

 

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

 

Any harm to the brand of the vineyard or producer may adversely impact the value of the underlying assets.

 

The underlying assets will be comprised of fine wines or spirits. The demand for the underlying assets and, therefore, interests in each series may be influenced by the general perception of the wine that vineyards are producing today. Spirits demand may be influenced by the general perception of the producer. In addition, the makers’ business practices may result in damage to the image of their products. This in turn may have a negative impact on the value of the underlying assets and, consequently, the value of the interests of the series that relate to such underlying assets.


16



Title or authenticity claims on an underlying asset may diminish value in the underlying asset as well as the series that relate to the underlying asset.

 

There is no guarantee that an underlying asset will be free of any claims regarding authenticity (e.g., counterfeit or previously stolen fine wine or spirits), or that such claims may arise after acquisition of an underlying asset by a series. We may not have complete ownership history restoration/repair records for an underlying asset. In the event of a title or authenticity claim against us, we may not have recourse against the asset seller or the benefit of insurance and the value of the underlying asset and the series related to such underlying asset, may be diminished.

 

Forced sale of an underlying asset at a lower value than when the underlying asset was first acquired may diminish the value of the series that relate to the underlying asset.

 

We may be forced to sell an underlying asset (e.g., upon the bankruptcy of the Manager) and such a sale may occur at an inopportune time or at a lower value than when the underlying asset was first acquired or at a lower price than the aggregate of costs, fees and expenses used to purchase the underlying asset. In addition, there may be liabilities related to the underlying asset, including, but not limited to Operating Expenses Reimbursement Obligations on the balance sheet of the underlying asset at the time of a forced sale, which would be paid off prior to investors receiving any distributions from a sale. In such circumstances, the capital proceeds obtained for the underlying asset, and therefore, the return available to investors, may be lower than could have been obtained if the underlying asset continued to be held by us and sold at a later date.

 

If we are unable to liquidate an underlying asset at a time when we desire to do so or at all, investors may not receive any return on their investment and may lose their entire investment.

 

Our strategy is to acquire assets, hold such assets for a period of time (on average between one and ten years) and then sell such assets at a premium over our acquisition price so that investors in the Company can make a return on their investment. In addition, our plan and mission is to seek to provide liquidity to investors by providing a platform for investors to transfer their interests for cash or for interests in another series. However, Operating Expenses, including fees and costs incurred in connection with the management of an underlying asset, the preparation of reports and accounts for each series, insurance premiums, taxes, governmental fees, legal and accounting fees and other costs and expenses are the responsibility of each series of the Company. If we are unable to liquidate our asset at a time when we desire to do so or at all, these Operating Expenses will accumulate and reduce any return that an investor in the Company may hope to make or cause an investor to lose his entire investment. Furthermore, if we are unable to provide investors with liquidity through the ability to make secondary sales on our Platform and we are unable to liquidate an underlying asset, then Operating Expenses will over time reduce the value of the interests such investors may hold resulting in a loss to such investor.

 

Risks Related to Potential Conflicts of Interest

 

Our operating agreement contains provisions that reduce or eliminate duties (including fiduciary duties) of the Manager.

 

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

 

We do not have a conflicts of interest policy.

 

The Company, the Manager and their affiliates will try to balance our interests with their own. However, to the extent that such parties take actions that are more favorable to other entities than the Company, these actions could have a negative impact on our financial performance and, consequently, on distributions to investors and the value of each series of interests. We have not adopted, and do not intend to adopt in the future, either a conflicts of interest policy or a conflicts resolution policy.


17



Ownership of multiple series of interests may cause conflicts of interest.

 

The Manager or its affiliates will acquire interests in each series of interests for their own accounts and may transfer these interests, either directly or through brokers, via the Vint Platform. Depending on the timing of the transfers, this could impact the interests held by the investors (e.g., driving price down because of supply and demand and over availability of interests). This ownership in each of the series of interests may result in a divergence of interests between the Manager and the investors who only hold one or certain series of interests (e.g., the Manager or its affiliates, once registered as a broker-dealer with the Commission, may disproportionately market or promote a certain series of interests, in particular, where they are a significant owner, so that there will be more demand and an increase in the price of such series of interests).

 

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

 

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

 

There may be conflicting interests among the Manager, our series manager and the investors.

 

The Manager will determine whether or not to liquidate underlying assets, should an offer to acquire an underlying asset be received. As the Manager or its affiliates, when and if registered as a broker-dealer with the Commission, may receive fees on the trading volume in the interests connected with an underlying asset, they may be incentivized not to realize such underlying asset even though investors may prefer to receive the gains from any appreciation in value of such underlying asset. Furthermore, when determining to liquidate an underlying asset, the Manager will do so considering all of the circumstances at the time, this may include obtaining a price for an underlying asset that is in the best interests of a substantial majority but not all of the investors.

 

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

 

Potential future brokerage activity.

 

The Manager or one of its affiliates may in the future register with the Commission as a broker-dealer in order to be able to facilitate liquidity in the interests via the Vint Platform. The Manager, or its affiliates, may be entitled to receive fees based on volume of trading and volatility of the interests on the Vint Platform, and such fees may be in excess of what the series manager receives via the Management Fee or the appreciation in the interests it holds in each series of interests. Although an increased volume of trading and volatility will benefit investors as it will assist in creating a market for those wishing to transfer their interests, there is the potential that there is a divergence of interests between the Manager and those investors; for instance, if the underlying asset does not appreciate in value, this will impact the price of the interests but may not adversely affect the profitability related to the brokerage activities of the Manager (i.e. the Manager would collect brokerage fees whether the price of the underlying asset increases or decreases).

 

Conflicts may arise between the Advisory Board and the Company.

 

The operating agreement provides that the resolution of any conflict of interest approved by the Advisory Board shall be deemed fair and reasonable to the Company and its interest holders and not a breach of any duty at law, in equity or otherwise. As part of the remuneration package for Advisory Board members, they may receive an ownership stake in the Manager. This may incentivize the Advisory Board members to make decisions in relation to the underlying assets that benefit the Manager rather than the Company.


18



As a number of the Advisory Board members may be in the fine wine industry, they may seek to sell fine wine to, acquire fine wine from, or provide services relating to fine wine owned by, the Company.

 

Conflicts may exist between legal counsel, the Company, the Manager and its affiliates.

 

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

 

Risks Related to the Offerings and Ownership of our Interests

 

There is currently no public trading market for our interests; there can be no assurance that any trading market will develop.

 

There is currently no public trading market for any series of our interests, and an active market may not develop or be sustained.  If an active public trading market for our interests 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 market does develop, the market price could decline below the amount you paid for your interests.

 

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

 

If a market develops for our interests, the market price of our interests could fluctuate significantly for many reasons, including reasons unrelated to our performance, the underlying assets or the series, such as reports by industry analysts, investor perceptions, or announcements by our competitors regarding their own performance, as well as general economic and industry conditions. For example, to the extent that other companies, whether large or small, within our industry experience declines in their share price, the value of our interests may decline as well.

 

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

 

There may be state law restrictions on an investor’s ability to sell its interests making it difficult to transfer, sell or otherwise dispose of our interests.

 

Each state has its own securities laws, often called “blue sky” laws, which (1) limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration and (2) govern the reporting requirements for broker-dealers and stock brokers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. Also, the broker must be registered in that state. We do not know whether the interests being offered under this offering circular will be registered, or exempt, under the laws of any states. A determination regarding registration will be made by the broker-dealers, if any, who agree to serve as the market-makers for our interests. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our interests. Investors should consider the resale market for our interests to be limited. Investors may be unable to resell their interests, or they may be unable to resell them without the significant expense of state registration or qualification.


19



There is currently no trading platform for our interests.

 

There is currently no trading platform for our interests.  We may design an interface on the Vint Platform to enable investors to indicate interest in buying/selling their holdings to help facilitate additional liquidity for investors.  However, no such interface has been developed and would require the assistance of a third-party broker-dealer or the association with an ATS.  Any trading platform would be subject to approval and all trades would be subject to restrictions under state and federal securities law and the transfer restrictions included in our operating agreement, which may limit access to the trading platform for some investors. Additionally, the operations of the trading platform will be subject to state and federal securities law and regulation, which will increase the costs to the Manager for the operation of the trading platform. As such, the Manager may decide that the costs of operating the trading platform exceed its benefits, and the trading platform may never be available to investors.

 

There is no assurance that the trading platform will be developed, or if developed, that it will provide an active market for resales of interests. Further, without the trading platform, it may be difficult or impossible for you to dispose of your interests.

 

We intend for the Manager to be able to sell through the trading platform.

 

From time to time, the Manager may act as a buyer or seller of interests of a particular series through a future trading platform. Prior to the Manager participating in any secondary purchases or sales through a trading platform, the Manager would put in place internal procedures that limit the times when any such trading activity could occur, and to not occur when in possession of material, non-public information. Nevertheless, should the Manager decide to sell its interests, that may result in a reduction in the resale price for the interests, and may result in the Manager and investors having divergent interests in regards to the operation and liquidation of the asset underlying a particular series.

 

Investors lack voting rights and the Manager may take actions that are not in the best interests of investors.

 

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

 

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

 

Each offering is a fixed price offering and the fixed offering price may not accurately represent the current value of the Company or our assets at any particular time. Therefore, the purchase price you pay for the interests may not be supported by the value of our assets at the time of your purchase.

 

Each offering is a fixed price offering, which means that the offering price for each series of interests is fixed and will not vary based on the underlying value of our assets at any time.  The Manager has determined each offering price in its sole discretion without the input of an investment bank or other third party.  The fixed offering price for each series of interests has not been based on appraisals of any assets we own or may own, or of the Company as a whole, nor do we intend to obtain such appraisals.  Therefore, the fixed offering price established for each series of interests may not be supported by the current value of the Company or our assets at any particular time.

 

We will be required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. In either case, we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not “emerging growth companies,” and investors could receive less information than they might expect to receive from more mature public companies.


20



Upon the completion of our initial offering, we may elect to become a public reporting company under the Exchange Act. If we elect to do so, we will be required to publicly report on an ongoing basis as an “emerging growth company” (as defined in the JOBS Act) under the reporting rules set forth under the Exchange Act. For so long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not emerging growth companies, including but not limited to:

 

not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; 

 

being permitted to comply with reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and 

 

being exempt from the requirement to hold a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. 

 

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

 

We expect to take advantage of these reporting exemptions until we are no longer an emerging growth company. We would remain an emerging growth company for up to five years, although if the market value of our interests that is held by non-affiliates exceeds $700 million as of any June 30 before that time, we would cease to be an emerging growth company as of the following December 31.

 

If we elect not to become a public reporting company under the Exchange Act, we will be required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. The ongoing reporting requirements under Regulation A are more relaxed than for emerging growth companies under the Exchange Act. The differences include, but are not limited to, being required to file only annual and semiannual reports, rather than annual and quarterly reports. Annual reports are due within 120 calendar days after the end of the issuer’s fiscal year, and semiannual reports are due within 90 calendar days after the end of the first six months of the issuer’s fiscal year.

 

In either case, we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies, and investors could receive less information than they might expect to receive from more mature public companies.

 

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

 

Investors in this offering will be bound by our operating agreement, which establishes the rights of members and rules for governance of the Company. Under Section 14 of our operating agreement, investors waive the right to a jury trial of any claim they may have against the Company arising out of or relating to the operating agreement, or the action of becoming an interest holder in a series. This does not include legal actions and claims based on federal securities law. By subscribing to an offering of a series, the investor agrees to adhere to the operating agreement, and knowingly and voluntarily waives the investor’s jury trial rights.

 

If we opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by a federal court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of Delaware, which govern the operating agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether the visibility of the jury trial waiver provision within the agreement is sufficiently prominent such that a party knowingly, intelligently and voluntarily waived the right to a jury trial. We


21



believe that this is the case with respect to the operating agreement. You should consult legal counsel regarding the jury waiver provision before investing in this offering.

 

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

 

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

 

Our operating agreement has a forum selection provision that requires that certain disputes be resolved in the federal or state courts of the Commonwealth of Virginia, regardless of convenience or cost to interest holders.

 

Under Section 14.5 of our operating agreement, interest holders are required to resolve disputes related to the governance of the Company in the state or federal courts located in Richmond, Virginia. The forum selection provision applies to any suit, action, or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with our operating agreement, or the transactions authorized by the agreement, including that of the admission of interest holders to a series of the Company.

 

Our operating agreement further provides that, should the courts in Richmond, Virginia not have jurisdiction over the matter, the suit, action, or proceeding may be brought in the appropriate federal or state court located in the Commonwealth of Virginia. We intend for his forum selection provision to also apply to claims brought under federal securities law. The Company acknowledges that, for claims arising under the Exchange Act, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, requiring such matters to be heard in federal court. In contrast, Section 22 of the Securities Act provides for concurrent jurisdiction between federal and state courts for matters arising under the Securities Act.

 

The forum selection provision in our operating agreement may limit interest holders’ ability to obtain a favorable judicial forum for disputes with us or the Manager, employees or agents, which may discourage lawsuits against us and such persons. The requirement that any action be heard in a competent court in the Commonwealth of Virginia may also create additional expense for any person contemplating an action against the Company, or limit the access to information to undertake such an action, further discouraging lawsuits.

 

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

 

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

 

The Internal Revenue Code of 1986, as amended, is subject to change by Congress, and interpretations may be modified or affected by judicial decisions, by the Treasury Department through changes in regulations and by the Internal Revenue Service through its audit policy, announcements, and published and private rulings. Although significant changes to the tax laws historically have been given prospective application, no assurance can be given that any changes made in the tax law affecting an investment in any series of interest of the Company would be limited to prospective effect. Accordingly, the ultimate effect on an investor’s tax situation may be governed by laws, regulations or interpretations of laws or regulations which have not yet been proposed, passed or made, as the case may be.


22



Furthermore, investors may reside in various tax jurisdictions throughout the world. To the extent that there are changes to tax laws or tax reporting obligations in any of these jurisdictions, such changes could adversely impact the ability and/or willingness of our clients to purchase interests in fine wine and spirits. Failure to assess or pay the correct amount of tax on a transaction may expose us to claims from tax authorities.

 

DILUTION

 

Dilution means a reduction in value, control or earnings of the interests the investor owns. There will be no dilution to any investors associated with any offering. However, from time to time, additional interests in each series offered hereby may be issued in order to raise capital to cover such series’ ongoing operating expenses. See “Description of Business—Operating Expenses” for further details.

 

The Manager must acquire a minimum of 0.5% and may acquire a maximum of 19.99% of the interests sold in connection with each offering (of which the Manager may sell all or any portion from time to time following the closing of such offering). The Manager will pay the price per share offered to all other potential investors hereunder.


23



PLAN OF DISTRIBUTION AND SUBSCRIPTION PROCEDURES

 

Plan of Distribution

 

The Manager owns and operates the Vint Platform located Error! Hyperlink reference not valid.int.co, through which investors may indirectly invest, through a series of our interests, in fine wine and spirits investment opportunities that have been historically difficult to access for many market participants. Through the use of the Vint Platform, investors can browse and screen the potential investments and sign legal documents electronically. We intend to distribute each series of interests exclusively through the Vint Platform. We intend to distribute the interests exclusively through the Vint Platform. Neither the Manager nor any other affiliated entity involved in the offer and sale of the interests is registered as a broker-dealer or a member firm of the Financial Industry Regulatory Authority, Inc., or FINRA, and no person associated with us will be deemed to be a broker solely by reason of his or her participation in the sale of the interests.

 

Dalmore Group, LLC (“Dalmore”) has agreed to act as the broker of record to assist in connection with this offering. Dalmore is not purchasing or selling any securities offered by this offering circular, nor is it required to arrange the purchase or sale of any specific number or dollar amount of securities.

 

Discounts, Commissions and Expenses

 

Dalmore will receive compensation for sales of the shares offered and sold through the Vint Platform at a rate of 1.0% of the gross proceeds from the sale of Interests.  In addition, our Manager agreed to pay Dalmore a one-time $20,000 consulting fee, which was paid when FINRA issued a No Objection Letter to Dalmore’s engagement. The Manager also made a one-time advance payment of $5,000 to Dalmore for out-of-pocket expenses. Dalmore will also receive a $1,000 fee for each post-qualification amendment to the offering statement that we file to qualify additional series offerings.  This fee will be paid by our Manager.

 

The following table sets forth the amounts payable to Dalmore by investors who purchase the Interests offered by each series.

 

To public in this offering:

Number of Interests

 

Price to Public

 

Underwriting discount and commissions(2)(3)

 

Proceeds to issuer

VV-0001

1 

 

$46 

 

$- 

 

$46.00 

Total maximum

1,000 

 

$46,000 

 

$- 

 

$46,000.00 

VV-PNST

1 

 

$23 

 

$0.23 

 

$22.77 

Total minimum

2,000 

 

$46,000 

 

$460.00 

 

$45,540.00 

Total maximum

2,200 

 

$50,600 

 

$506.00 

 

$50,094.00 

VV-SUPR

1 

 

$36 

 

$0.36 

 

$35.64 

Total minimum

1,986 

 

$71,496 

 

$714.96 

 

$70,781.04 

Total maximum

2,185 

 

$78,660 

 

$786.60 

 

$77,873.40 

VV-CHAM

1 

 

$50 

 

$0.50 

 

$49.50 

Total minimum

1,460 

 

$73,000 

 

$730.00 

 

$72,270.00 

Total maximum

1,692 

 

$84,600 

 

$846.00 

 

$83,754.00 

VV-STEML

1 

 

$10 

 

$0.10 

 

$9.90 

Total minimum

6,450 

 

$64,500 

 

$645.00 

 

$63,855.00 

Total maximum

7,095 

 

$70,950 

 

$709.50 

 

$70,240.50 

VV-MACAL

1 

 

$50 

 

$0.50 

 

$49.50 

Total minimum

1,700 

 

$85,000 

 

$850.00 

 

$84,150.00 

Total maximum

2,040 

 

$102,000 

 

$1,020.00 

 

$100,980.00 


24



VV-BOWCK

1 

 

$47 

 

$0.47 

 

$46.53 

Total minimum

2,000 

 

$94,000 

 

$940.00 

 

$93,060.00 

Total maximum

2,200 

 

$103,400 

 

$1,034.00 

 

$102,366.00 

VV-FUTUR

1 

 

$70 

 

$0.70 

 

$69.30 

Total minimum

1,600 

 

$112,000 

 

$1,120.00 

 

$110,880.00 

Total maximum

1,920 

 

$134,400 

 

$1,344.00 

 

$133,056.00 

VV-BDX

1 

 

$40 

 

$0.40 

 

$39.60 

Total minimum

2,125 

 

$85,000 

 

$850.00 

 

$84,150.00 

Total maximum

2,550 

 

$102,000 

 

$1,020.00 

 

$100,980.00 

VV-SPAN

1 

 

$60 

 

$0.60 

 

$59.40 

Total minimum

1,400 

 

$84,000 

 

$840.00 

 

$83,160.00 

Total maximum

1,680 

 

$100,800 

 

$1,008.00 

 

$99,792.00 

VV-DRC

1 

 

$25 

 

$0.25 

 

$24.75 

Total minimum

5,480 

 

$137,000 

 

$1,370.00 

 

$135,630.00 

Total maximum

6,302 

 

$157,550 

 

$1,575.50 

 

$155,924.50 

VV-NAPA

1 

 

$50 

 

$0.50 

 

$49.50 

Total minimum

2,840 

 

$142,000 

 

$1,420.00 

 

$140,580.00 

Total maximum

3,266 

 

$163,300 

 

$1,633.00 

 

$161,667.00 

VV-RHONE

1 

 

$40 

 

$0.40 

 

$39.60 

Total minimum

3,825 

 

$153,000 

 

$1,530.00 

 

$151,470.00 

Total maximum

4,400 

 

$176,000 

 

$1,760.00 

 

$174,240.00 

VV-PDMT

1 

 

$50 

 

$0.50 

 

$49.50 

Total minimum

3,090 

 

$154,500 

 

$1,545.00 

 

$152,955.00 

Total maximum

3,553 

 

$177,650 

 

$1,776.50 

 

$175,873.50 

VV-JPWY

1 

 

$34 

 

$0.34 

 

$33.66 

Total minimum

5,500 

 

$187,000 

 

$1,870.00 

 

$185,130.00 

Total maximum

6,325 

 

$215,050 

 

$2,150.50 

 

$212,899.50 

VV-PTRS

1 

 

$58 

 

$0.58 

 

$57.42 

Total minimum

500 

 

$29,000 

 

$290.00 

 

$28,710.00 

Total maximum

575 

 

$33,350 

 

$333.50 

 

$33,016.50 

VV-ROSE

1 

 

$41 

 

$0.41 

 

$40.59 

Total minimum

1,000 

 

$41,000 

 

$410.00 

 

$40,590.00 

Total maximum

1,100 

 

$45,100 

 

$451.00 

 

$44,649.00 

VV-BOD10

1 

 

$50 

 

$0.50 

 

$49.50 

Total minimum

1,990 

 

$99,500 

 

$995.00 

 

$98,505.00 

Total maximum

2,189 

 

$109,450 

 

$1,094.50 

 

$108,355.50 

VV-WBURG

1 

 

$30 

 

$0.30 

 

$29.70 

Total minimum

4,600 

 

$138,000 

 

$1,380.00 

 

$136,620.00 

Total maximum

5,060 

 

$151,800 

 

$1,518.00 

 

$150,282.00 

VV-GERM

1 

 

$53 

 

$0.53 

 

$52.47 

Total minimum

1,000 

 

$53,000 

 

$530.00 

 

$52,470.00 

Total maximum

1,100 

 

$58,300 

 

$583.00 

 

$57,717.00 


25



VV-LAF10

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

1,210 

 

$121,000 

 

$1,210.00 

 

$119,790.00 

Total maximum

1,331 

 

$133,100 

 

$1,331.00 

 

$131,769.00 

VV-MACAL50

1 

 

$20 

 

$0.20 

 

$19.80 

Total minimum

5,750 

 

$115,000 

 

$1,150.00 

 

$113,850.00 

Total maximum

6,325 

 

$126,500 

 

$1,265.00 

 

$125,235.00 

VV-JYFT

1 

 

$30 

 

$0.30 

 

$29.70 

Total minimum

800 

 

$24,000 

 

$240.00 

 

$23,760.00 

Total maximum

880 

 

$26,400 

 

$264.00 

 

$26,136.00 

VV-GPS

1 

 

$43 

 

$0.43 

 

$42.57 

Total minimum

3,000 

 

$129,000 

 

$1,290.00 

 

$127,710.00 

Total maximum

3,300 

 

$141,900 

 

$1,419.00 

 

$140,481.00 

VV-BDMA

1 

 

$50 

 

$0.50 

 

$49.50 

Total minimum

860 

 

$43,000 

 

$430.00 

 

$42,570.00 

Total maximum

946 

 

$47,300 

 

$473.00 

 

$46,827.00 

VV-CDCV

1 

 

$50 

 

$0.50 

 

$49.50 

Total minimum

760 

 

$38,000 

 

$380.00 

 

$37,620.00 

Total maximum

836 

 

$41,800 

 

$418.00 

 

$41,382.00 

VV-DRCH

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

530 

 

$53,000 

 

$530.00 

 

$52,470.00 

Total maximum

583 

 

$58,300 

 

$583.00 

 

$57,717.00 

VV-MR19

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

280 

 

$28,000 

 

$280.00 

 

$27,720.00 

Total maximum

308 

 

$30,800 

 

$308.00 

 

$30,492.00 

VV-SCRV

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

1,310 

 

$131,000 

 

$1,310.00 

 

$129,690.00 

Total maximum

1441 

 

$144,100 

 

$1,441.00 

 

$142,659.00 

VV-BDXM1

1 

 

$50 

 

$0.50 

 

$49.50 

Total minimum

4,000 

 

$200,000 

 

$2,000.00 

 

$198,000.00 

Total maximum

4400 

 

$220,000 

 

$2,200.00 

 

$217,800.00 

VV-CB100

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

570 

 

$57,000 

 

$570.00 

 

$56,430.00 

Total maximum

627 

 

$62,700 

 

$627.00 

 

$62,073.00 

VV-JSCV

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

610 

 

$61,000 

 

$610.00 

 

$60,390.00 

Total maximum

671 

 

$67,100 

 

$671.00 

 

$66,429.00 

VV-KGC1

1 

 

$50 

 

$0.50 

 

$49.50 

Total minimum

1,500 

 

$75,000 

 

$750.00 

 

$74,250.00 

Total maximum

1650 

 

$82,500 

 

$825.00 

 

$81,675.00 

VV-LR15

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

700 

 

$70,000 

 

$700.00 

 

$69,300.00 


26



Total maximum

770 

 

$77,000 

 

$770.00 

 

$76,230.00 

VV-PFGV

1 

 

$50 

 

$0.50 

 

$49.50 

Total minimum

1,640 

 

$82,000 

 

$820.00 

 

$81,180.00 

Total maximum

1804 

 

$90,200 

 

$902.00 

 

$89,298.00 

VV-BDX2K

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

1,760 

 

$176,000 

 

$1,760.00 

 

$174,240.00 

Total maximum

1936 

 

$193,600 

 

$1,936.00 

 

$191,664.00 

VV-BXEP21

1 

 

$50 

 

$0.50 

 

$49.50 

Total minimum

4,600 

 

$230,000 

 

$2,300.00 

 

$227,700.00 

Total maximum

5060 

 

$253,000 

 

$2,530.00 

 

$250,470.00 

VV-CDVM

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

1,000 

 

$100,000 

 

$1,000.00 

 

$99,000.00 

Total maximum

1100 

 

$110,000 

 

$1,100.00 

 

$108,900.00 

VV-CHBL1

1 

 

$50 

 

$0.50 

 

$49.50 

Total minimum

600 

 

$30,000 

 

$300.00 

 

$29,700.00 

Total maximum

660 

 

$33,000 

 

$330.00 

 

$32,670.00 

VV-DRC15

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

760 

 

$76,000 

 

$760.00 

 

$75,240.00 

Total maximum

836 

 

$83,600 

 

$836.00 

 

$82,764.00 

VV-DRCRC1

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

1,000 

 

$100,000 

 

$1,000.00 

 

$99,000.00 

Total maximum

1100 

 

$110,000 

 

$1,100.00 

 

$108,900.00 

VV-KGC2

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

1,580 

 

$158,000 

 

$1,580.00 

 

$156,420.00 

Total maximum

1738 

 

$173,800 

 

$1,738.00 

 

$172,062.00 

VV-MACAL2

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

1,050 

 

$105,000 

 

$1,050.00 

 

$103,950.00 

Total maximum

1155 

 

$115,500 

 

$1,155.00 

 

$114,345.00 

VV-MACAL3

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

1,300 

 

$130,000 

 

$1,300.00 

 

$128,700.00 

Total maximum

1430 

 

$143,000 

 

$1,430.00 

 

$141,570.00 

VV-MVRM

1 

 

$50 

 

$0.50 

 

$49.50 

Total minimum

3,100 

 

$155,000 

 

$1,550.00 

 

$153,450.00 

Total maximum

3410 

 

$170,500 

 

$1,705.00 

 

$168,795.00 

VV-POM1

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

1,100 

 

$110,000 

 

$1,100.00 

 

$108,900.00 

Total maximum

1210 

 

$121,000 

 

$1,210.00 

 

$119,790.00 

VV-BOW50

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

600 

 

$60,000 

 

$600.00 

 

$59,400.00 

Total maximum

660 

 

$66,000 

 

$660.00 

 

$65,340.00 

VV-CCC1

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

870 

 

$87,000 

 

$870.00 

 

$86,130.00 


27



Total maximum

957 

 

$95,700 

 

$957.00 

 

$94,743.00 

VV-DL19

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

630 

 

$63,000 

 

$630.00 

 

$62,370.00 

Total maximum

693 

 

$69,300 

 

$693.00 

 

$68,607.00 

VV-DRCH17

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

880 

 

$88,000 

 

$880.00 

 

$87,120.00 

Total maximum

968 

 

$96,800 

 

$968.00 

 

$95,832.00 

VV-HAWV

1 

 

$50 

 

$0.50 

 

$49.50 

Total minimum

1,060 

 

$53,000 

 

$530.00 

 

$52,470.00 

Total maximum

1166 

 

$58,300 

 

$583.00 

 

$57,717.00 

VV-LAF19

1 

 

$50 

 

$0.50 

 

$49.50 

Total minimum

920 

 

$46,000 

 

$460.00 

 

$45,540.00 

Total maximum

1012 

 

$50,600 

 

$506.00 

 

$50,094.00 

VV-MACFC

1 

 

$50 

 

$0.50 

 

$49.50 

Total minimum

1,320 

 

$66,000 

 

$660.00 

 

$65,340.00 

Total maximum

1452 

 

$72,600 

 

$726.00 

 

$71,874.00 

VV-MARG1

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

980 

 

$98,000 

 

$980.00 

 

$97,020.00 

Total maximum

1078 

 

$107,800 

 

$1,078.00 

 

$106,722.00 

VV-RTBC

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

1,020 

 

$102,000 

 

$1,020.00 

 

$100,980.00 

Total maximum

1122 

 

$112,200 

 

$1,122.00 

 

$111,078.00 

VV-SAIC

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

680 

 

$68,000 

 

$680.00 

 

$67,320.00 

Total maximum

748 

 

$74,800 

 

$748.00 

 

$74,052.00 

VV-TLC1

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

790 

 

$79,000 

 

$790.00 

 

$78,210.00 

Total maximum

869 

 

$86,900 

 

$869.00 

 

$86,031.00 

VV-BOW2

1 

 

$50 

 

$0.50 

 

$49.50 

Total minimum

1,120 

 

$56,000 

 

$560.00 

 

$55,440.00 

Total maximum

1232 

 

$61,600 

 

$616.00 

 

$60,984.00 

VV-DP08

1 

 

$50 

 

$0.50 

 

$49.50 

Total minimum

1,700 

 

$85,000 

 

$850.00 

 

$84,150.00 

Total maximum

1870 

 

$93,500 

 

$935.00 

 

$92,565.00 

VV-DRC09

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

1,050 

 

$105,000 

 

$1,050.00 

 

$103,950.00 

Total maximum

1155 

 

$115,500 

 

$1,155.00 

 

$114,345.00 

VV-DRCH14

1 

 

$50 

 

$0.50 

 

$49.50 

Total minimum

1,440 

 

$72,000 

 

$720.00 

 

$71,280.00 

Total maximum

1584 

 

$79,200 

 

$792.00 

 

$78,408.00 

VV-DRCH19

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

1,940 

 

$194,000 

 

$1,940.00 

 

$192,060.00 


28



Total maximum

2134 

 

$213,400 

 

$2,134.00 

 

$211,266.00 

VV-ITRC

1 

 

$50 

 

$0.50 

 

$49.50 

Total minimum

1,460 

 

$73,000 

 

$730.00 

 

$72,270.00 

Total maximum

1606 

 

$80,300 

 

$803.00 

 

$79,497.00 

VV-KCSK

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

3,150 

 

$315,000 

 

$3,150.00 

 

$311,850.00 

Total maximum

3465 

 

$346,500 

 

$3,465.00 

 

$343,035.00 

VV-KGC3

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

860 

 

$86,000 

 

$860.00 

 

$85,140.00 

Total maximum

946 

 

$94,600 

 

$946.00 

 

$93,654.00 

VV-KGC4

1 

 

$50 

 

$0.50 

 

$49.50 

Total minimum

1,280 

 

$64,000 

 

$640.00 

 

$63,360.00 

Total maximum

1408 

 

$70,400 

 

$704.00 

 

$69,696.00 

VV-MACAL4

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

800 

 

$80,000 

 

$800.00 

 

$79,200.00 

Total maximum

880 

 

$88,000 

 

$880.00 

 

$87,120.00 

VV-YAM1

1 

 

$50 

 

$0.50 

 

$49.50 

Total minimum

780 

 

$39,000 

 

$390.00 

 

$38,610.00 

Total maximum

858 

 

$42,900 

 

$429.00 

 

$42,471.00 

VV-BOMA

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

700 

 

$70,000 

 

$700.00 

 

$69,300.00 

Total maximum

770 

 

$77,000 

 

$770.00 

 

$76,230.00 

VV-CHJC

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

690 

 

$69,000 

 

$690.00 

 

$68,310.00 

Total maximum

759 

 

$75,900 

 

$759.00 

 

$75,141.00 

VV-GUGL1

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

610 

 

$61,000 

 

$610.00 

 

$60,390.00 

Total maximum

671 

 

$67,100 

 

$671.00 

 

$66,429.00 

VV-HBC1

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

1,220 

 

$122,000 

 

$1,220.00 

 

$120,780.00 

Total maximum

1342 

 

$134,200 

 

$1,342.00 

 

$132,858.00 

VV-HIB1

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

650 

 

$65,000 

 

$650.00 

 

$64,350.00 

Total maximum

715 

 

$71,500 

 

$715.00 

 

$70,785.00 

VV-KGC5

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

530 

 

$53,000 

 

$530.00 

 

$52,470.00 

Total maximum

583 

 

$58,300 

 

$583.00 

 

$57,717.00 

VV-LAT1

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

820 

 

$82,000 

 

$820.00 

 

$81,180.00 

Total maximum

902 

 

$90,200 

 

$902.00 

 

$89,298.00 

VV-LBV1

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

1,020 

 

$102,000 

 

$1,020.00 

 

$100,980.00 


29



Total maximum

1122 

 

$112,200 

 

$1,122.00 

 

$111,078.00 

VV-RBV1

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

950 

 

$95,000 

 

$950.00 

 

$94,050.00 

Total maximum

1045 

 

$104,500 

 

$1,045.00 

 

$103,455.00 

VV-SCC1

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

595 

 

$59,500 

 

$595.00 

 

$58,905.00 

Total maximum

654.5 

 

$65,500 

 

$654.50 

 

$64,795.50 

VV-SPAN2

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

720 

 

$72,000 

 

$720.00 

 

$71,280.00 

Total maximum

792 

 

$79,200 

 

$792.00 

 

$78,408.00 

VV-KGC6

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

650 

 

$65,000 

 

$650.00 

 

$64,350.00 

Total maximum

715 

 

$71,500 

 

$715.00 

 

$70,785.00 

VV-AMW1

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

1,300 

 

$130,000 

 

$1,300.00 

 

$128,700.00 

Total maximum

1430 

 

$143,000 

 

$1,430.00 

 

$141,570.00 

VV-BURGS1

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

1,000 

 

$100,000 

 

$1,000.00 

 

$99,000.00 

Total maximum

1100 

 

$110,000 

 

$1,100.00 

 

$108,900.00 

VV-CALC1

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

1,000 

 

$100,000 

 

$1,000.00 

 

$99,000.00 

Total maximum

1100 

 

$110,000 

 

$1,100.00 

 

$108,900.00 

VV-CHAM2

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

970 

 

$97,000 

 

$970.00 

 

$96,030.00 

Total maximum

1067 

 

$106,700 

 

$1,067.00 

 

$105,633.00 

VV-GCW1

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

525 

 

$52,500 

 

$525.00 

 

$51,975.00 

Total maximum

578 

 

$57,800 

 

$578.00 

 

$57,222.00 

VV-HCC1

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

1,180 

 

$118,000 

 

$1,180.00 

 

$116,820.00 

Total maximum

1298 

 

$129,800 

 

$1,298.00 

 

$128,502.00 

VV-MACAL5

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

2,150 

 

$215,000 

 

$2,150.00 

 

$212,850.00 

Total maximum

2365 

 

$236,500 

 

$2,365.00 

 

$234,135.00 

VV-MACAL6

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

1,130 

 

$113,000 

 

$1,130.00 

 

$111,870.00 

Total maximum

1243 

 

$124,300 

 

$1,243.00 

 

$123,057.00 

VV-PNTC1

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

690 

 

$69,000 

 

$690.00 

 

$68,310.00 


30



Total maximum

759 

 

$75,900 

 

$759.00 

 

$75,141.00 

VV-SCC2

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

1,130 

 

$113,000 

 

$1,130.00 

 

$111,870.00 

Total maximum

1243 

 

$124,300 

 

$1,243.00 

 

$123,057.00 

VV-SUPR2

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

495 

 

$49,500 

 

$495.00 

 

$49,005.00 

Total maximum

545 

 

$54,500 

 

$545.00 

 

$53,955.00 

VV-LB22

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

1,200 

 

$120,000 

 

$1,200.00 

 

$118,800.00 

Total maximum

1320 

 

$132,000 

 

$1,320.00 

 

$130,680.00 

VV-RB22

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

560 

 

$56,000 

 

$560.00 

 

$55,440.00 

Total maximum

616 

 

$61,600 

 

$616.00 

 

$60,984.00 

VV-FG22

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

1,110 

 

$111,000 

 

$1,110.00 

 

$109,890.00 

Total maximum

1221 

 

$122,100 

 

$1,221.00 

 

$120,879.00 

VV-KKCSK

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

1,250 

 

$125,000 

 

$1,250.00 

 

$123,750.00 

Total maximum

1375 

 

$137,500 

 

$1,375.00 

 

$136,125.00 

VV-DOM13

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

620 

 

$62,000 

 

$620.00 

 

$61,380.00 

Total maximum

682 

 

$68,200 

 

$682.00 

 

$67,518.00 

VV-PG18

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

520 

 

$52,000 

 

$520.00 

 

$51,480.00 

Total maximum

572 

 

$57,200 

 

$572.00 

 

$56,628.00 

VV-CDP1

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

600 

 

$60,000 

 

$600.00 

 

$59,400.00 

Total maximum

660 

 

$66,000 

 

$660.00 

 

$65,340.00 

VV-IGMS

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

520 

 

$52,000 

 

$520.00 

 

$51,480.00 

Total maximum

572 

 

$57,200 

 

$572.00 

 

$56,628.00 

VV-RUM1

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

820 

 

$82,000 

 

$820.00 

 

$81,180.00 

Total maximum

902 

 

$90,200 

 

$902.00 

 

$89,298.00 

VV-HPHH

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

900 

 

$90,000 

 

$900.00 

 

$89,100.00 

Total maximum

990 

 

$99,000 

 

$990.00 

 

$98,010.00 

VV-JPNW

1 

 

$100 

 

$1.00 

 

$99.00 

Total minimum

500 

 

$50,000 

 

$500.00 

 

$49,500.00 

Total maximum

550 

 

$55,000 

 

$550.00 

 

$54,450.00 

Total Minimum (all series)

147,571 

 

$9,403,496 

 

$93,574.96 

 

$9,309,921.04 

Total Maximum (all series)

164,061 

 

$10,420,460 

 

$103,744.60 

 

$10,316,665.40 

 

(1)The aggregate offering from all series is a minimum of 147,571 Interests and up to a maximum of 164,061 Interests. 


31



(2)Dalmore will receive a fee of 1% of the Interests sold. The maximum amount of underwriting compensation paid to the participating member(s) from any source, including all of Dalmore Group LLC’s fees and expenses, will not exceed 10% of the offering proceeds. 

 

(3)Does not include other expenses of the offering. We estimate the total expenses of this offering, excluding the 1% placement agent commissions payable to Dalmore on Interests sold, will be approximately $50,000. Because this is a best-efforts offering, the actual public offering amount, placement agent commissions and proceeds to us are not presently determinable and may be substantially less than the total maximum offering set forth above. 

 

For ease of FINRA's calculation of the additional minimum and maximum for the series to be qualified pursuant to this post-qualification amendment, the following table reflects the minimum and maximum offering amounts of series that have already been closed, the minimum and maximum offering amounts for series that are currently open, and the minimum and maximum offering amounts for series to be qualified in this post-qualification amendment.

 

Broker Dealer Table – Series Offerings

Minimum Offering Size - Closed

$8,277,496

Maximum Offering Size - Closed

$9,181,860

Minimum Offering Size - Open

$553,000

Maximum Offering Size - Open

$608,300

Newly Filed Minimum Offering Size

$573,000

Newly Filed Maximum Offering Size

$630,300

 

In addition to the foregoing, we are responsible for all offering fees and expenses, including the following: (i) all filing fees and communication expenses relating to the offering with the SEC and the filing of the offering materials with the Financial Industry Regulatory Authority, or FINRA; (ii) all fees and expenses relating to the listing on such stock exchange as we and the placement agents together determine; (iii) all fees, expenses and disbursements relating to the registration or qualification of our securities under the “blue sky” securities laws of such states and other jurisdictions as the placement agents may reasonably designate; (iv) the costs of all mailing and printing of the offering documents; (v) fees and expenses of the transfer agent for the securities; and (vi) the fees and expenses of our accountants, legal counsel and other agents and representatives.

 

As per FINRA Rule 2310(a)(18) and FINRA Rule 2310(b)(3)(D), the Manager has not offered prior investment programs in which disclosed in the offering materials was a date and time period at which the investment program might be liquidated and was liquidated.

 

We are not under any contractual obligation to engage the placement agents to provide any services to us after this offering, and have no present intent to do so. However, the placement agents may, among other things, introduce us to potential target businesses or assist us in raising additional capital, as needs may arise in the future. If the placement agents provide services to us after this offering, we may pay the placement agents fair and reasonable fees that would be determined at that time in an arm’s length negotiation.

 

Each offering is being conducted under Regulation A under the Securities Act and therefore, only offered and sold to “qualified purchasers.” For further details on the suitability requirements an investor must meet in order to participate in each offering, see “—Investor Suitability Standards.” As a Tier 2 offering pursuant to Regulation A under the Securities Act, each offering will be exempt from state law “blue sky” review, subject to meeting certain state notice filing requirements and complying with certain antifraud provisions, to the extent that our interests are offered and sold only to “qualified purchasers” or at a time when our interests are listed on a national securities exchange. It is anticipated that sales of securities will only be made in states where the Broker is registered.

 

We are offering the membership interests of each of the series of the Company in the “series Offering Table” beginning on page iii. The offering price for each series was determined by the Manager.

 

At the closing of each offering, the Manager or its affiliates will purchase a minimum of 0.50% and up to a maximum of 19.99% of the interests sold in such offering for the same price as all other investors. However, no commissions will be paid with respect to the Interests purchased by the Manager.  In addition, the asset seller for a particular series may purchase a portion of the interests for that series. The Manager may sell its interests from time to time after the closing of each offering. The Manager has no present intention to sell its interests, and any future sales would be based


32



upon our potential need for capital, market prices of the interests at the time of a proposed sale and other factors that a reasonable investor might consider in connection with the sale of securities similar to our interests.

 

There will be a separate closing with respect to each series offering. The closing of a series offering will occur on the date subscriptions for the minimum number of interests offered for a series have been accepted. If closing has not occurred, an offering shall be terminated upon (i) the date which is one year from the date such offering circular or amendment thereof, as applicable, is qualified by the Commission, which period may be extended with respect to a particular series by an additional six months by the 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.

 

The interests are being offered by subscription only in the United States and to residents of those states in which the offer and sale is not prohibited. This offering circular does not constitute an offer or sale of interests outside of the United States

 

Those persons who want to invest in our interests must sign a subscription agreement for the particular series of interests, which will contain representations, warranties, covenants, and conditions customary for offerings of this type for limited liability companies. See “—How to Subscribe” below for further details. Copies of the form of subscription agreement for each series are filed as Exhibit 4.1 and onwards in the offering statement.

 

The interests will be issued in book-entry form without certificates.

 

The Manager, and not the Company, will pay all of the expenses incurred in each offering that are not covered by the Brokerage Fees, Offering Expenses or Acquisition Expenses described below, including fees to legal counsel, but excluding fees for counsel or other advisors to the investors and fees associated with the filing of periodic reports with the Commission and future blue sky filings with state securities departments, as applicable. Any investor desiring to engage separate legal counsel or other professional advisors in connection with an offering will be responsible for the fees and costs of such separate representation.

 

Investor Suitability Standards

 

Our interests are being offered and sold only to “qualified purchasers” (as defined in Regulation A under the Securities Act). “Qualified purchasers” include: (i) “accredited investors” under Rule 501(a) of Regulation D and (ii) all other investors so long as their investment in any series of interests of the Company (in connection with any series offered under Regulation A) does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). We reserve the right to reject any investor’s subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Regulation A.

 

For an individual potential investor to be an “accredited investor” for purposes of satisfying one of the tests in the “qualified purchaser” definition, the investor must be a natural person who has or is:

 

1.an individual net worth, or joint net worth with the person’s spouse (or spousal equivalent), that exceeds $1,000,000 at the time of the purchase, excluding the value of the primary residence of such person and the mortgage on that primary residence (to the extent not underwater), but including the amount of debt that exceeds the value of that residence and including any increase in debt on that residence within the prior 60 days, other than as a result of the acquisition of that primary residence; 

 

2.earned income exceeding $200,000 in each of the two most recent years or joint income with a spouse (or spousal equivalent) exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; 

 

4a professional certification, designation or credential from an accredited educational institution that the Commission designates as qualifying for accredited investor status; or 

 

5a “knowledgeable employee” of a “private fund,” which is defined to include an issuer that would be an investment company, but for the exclusions provided by Section 3(c)(1) or 3(c)(7) of the Investment Company Act of 1940; 


33



If the investor is not a natural person, different standards apply. See Rule 501 of Regulation D for more details. For purposes of determining whether a potential investor is a “qualified purchaser,” annual income and net worth should be calculated as provided in the “accredited investor” definition under Rule 501 of Regulation D. In particular, net worth in all cases should be calculated excluding the value of an investor’s home, home furnishings and automobiles.

 

If you live outside the United States, it is your responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase, including obtaining required governmental or other consent and observing any other required legal or other formalities.

 

The Manager and the Broker, in its capacity as broker of record for each offering, will be permitted to make a determination that the subscribers of our interests in any offering are qualified purchasers in reliance on the information and representations provided by the subscriber regarding the subscriber’s financial situation. Before making any representation that your investment does not exceed applicable federal thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

 

An investment in our interests may involve significant risks. Only investors who can bear the economic risk of the investment for an indefinite period of time and the loss of their entire investment should invest in our interests. See “Risk Factors.”

 

Minimum and Maximum Investment

 

The minimum subscription by an investor is one (1) interest and the maximum subscription by any investor is for interests representing 19.99% of the total interests of a particular series, although such maximum thresholds may be waived by the Manager in its sole discretion.

 

Escrow facilitator

 

The Escrow facilitator is North Capital Private Securities Corporation, who has been appointed as escrow facilitator for each offering pursuant to escrow agreements between the Escrow facilitator, and the Company, on behalf of each series. Copies of the escrow agreements for each series are filed starting with Exhibit 8.1 and onwards in the offering statement.

 

Each series will generally be responsible for fees due to the Escrow facilitator, which are categorized as part of the Offering Expenses described in “—Fees and Expenses” below; however, the Manager has agreed to pay and not be reimbursed for fees due to the Escrow facilitator.

 

We agreed to indemnify the Escrow facilitator and each director, officer, employee, attorney, agent and affiliate of the Escrow facilitator against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorneys’ fees, costs and expenses) in any third party claim arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of the escrow agreements or any transactions contemplated therein; provided, however, that no person shall have the right to be indemnified for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted from the gross negligence or willful misconduct of such person.

 

Broker

 

We have engaged Dalmore Group, LLC, (“Dalmore”, or the “Broker”), a broker-dealer registered with the Commission and a member of FINRA and SIPC, to perform the following administrative and compliance related functions in connection with our series offerings, but not for underwriting or placement agent services:

 

·Review investor information, including KYC, or Know Your Customer data, AML, or Anti Money Laundering, and other compliance background checks, and provide a recommendation to the Company whether or not to accept investor as a customer.  


34



·Review each investors subscription agreement to confirm such investors participation in the offering and provide a determination to the Company whether or not to accept the use of the subscription agreement for the investor’s participation. 

·Contact and/or notify the company, if needed, to gather additional information or clarification on an investor; 

·Serve as a registered agent for each series on which it acts as broker-of-record when required for state blue-sky law requirements. 

·Not provide any investment advice nor any investment recommendations to any investor. 

·Keep investor details and data confidential and not disclose to any third-party except as required by regulators or pursuant to the terms of the agreement (e.g. as needed for AML and background checks). 

·Coordinate with third party providers to ensure adequate review and compliance. 

 

The Broker will be registered in each state where each offering and sale of interests will occur, prior to the launch of each offering. The Broker will receive a brokerage fee but will not purchase any series interests and, therefore, will not be eligible to receive any discounts, commissions or any underwriting or finder’s fees in connection with any series offering.

 

The broker-dealer agreement with the Broker will remain in effect for a period of twelve (12) months and will renew automatically for successive renewal terms of twelve (12) months each unless either party provides notice to the other party of non-renewal at least sixty (60) days prior to the expiration of the current term.

 

Vint Platform /Technology Partner

 

The Vint Platform is managed by the Manager and will use the TransactAPI of North Capital Investment Technology, Inc. (“NCIT”) to process transaction, coordinate with the Escrow facilitator and process subscriptions, record the issuance of shares in a book-entry/distributed ledger.  NCIT charged $2,500 for the Transact API, installation and set-up fee. In addition, NCIT charges a basic licensing and service fee of $750 per month, payable in advance, upon receipt of production credentials.  The Vint Platform is managed by AWS Web Services which is PCI DSS, SOC, ISO/IEC 27001, ISO/IEC 27017, ISO/IEC 27018, and ISO 9001 compliant.

 

Upon the sourcing of the underlying assets and SEC qualification, the Company will list each offering on the Vint Platform.  The Manager is responsible for listing the collection and providing all necessary information for a qualified investor to make a purchase. When a qualified investor enters the transaction process, they use the NCIT TransactAPI. To make a purchase of interests, users will undergo multiple validations. Know Your Customer and Anti-Money Laundering checks which are facilitated by the NCIT TransactAPI. The Vint Platform requires investors to self report their eligibility to ensure the investor is not investing more than 10% of his or her net worth in an offering. This information will be stored by the Vint Platform and NCIT. Users purchase interests via the NCIT TransactAPI payment processing software, the transaction will be recorded by NCIT and the Manager and payment will be sent to an escrow account and will be released upon the closing of the offering.

 

The Vint Platform is fully operational. We have integrated the Platform with NCIT technology. In this environment, investors are able to view potential offerings, link ACH bank accounts, review offering documents, and sign the subscription agreement.

 

Fees and Expenses

 

See “Use of Proceeds to Issuer” for a description of the specific expenses for each offering.

 

Offering Expenses

 

Each series of interests will generally be responsible for certain fees, costs and expenses incurred in connection with the offering of the interests associated with that series (which we collectively refer to as the “Offering Expenses”). Offering Expenses consist of legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering. The Manager has agreed to pay the Offering Expenses incurred with respect to our series offerings and not be reimbursed from the offering proceeds. This arrangement is noted under the Offering Expenses category under “Use of Proceeds to Issuer” below.


35



Acquisition Expenses

 

Each series will be responsible for any and all fees, costs and expenses incurred in connection with the evaluation, discovery, investigation, development and acquisition of the underlying asset related to such series incurred prior to the closing, including brokerage and sales fees and commissions, appraisal fees, research fees, transfer taxes, third party industry and due diligence experts, storage fees, insurance fees, bank fees and interest (if the underlying asset was acquired using debt prior to completion of an offering), auction house fees, transportation costs, photography and videography expenses in order to prepare the profile for the underlying asset on the Vint Platform (which we collectively refer to as Acquisition Expenses). The Acquisition Expenses will be payable from the proceeds of each offering. See “Use of Proceeds to Issuer” for a description of the Acquisition Expenses for each offering.

 

Brokerage Fee to Dalmore

 

As compensation for providing certain broker-dealer services to each series in connection with each offering, Dalmore will receive a brokerage fee equal to 1.0% of the gross proceeds of each such offering. Notwithstanding the foregoing, Dalmore will not receive any fee on funds raised from the sale of interests to our Manager, its affiliates or any other property sellers.

 

Each series will be responsible for paying its own brokerage fee to Dalmore in connection with the sale of interests in such series, except if otherwise stated for a particular series. The brokerage fee will be payable from the proceeds of such offering.

 

In addition, our Manager has agreed to pay Dalmore a one-time $20,000 consulting fee, due and payable immediately after FINRA issues a No Objection Letter to Dalmore’s engagement. The Manager will also make a one-time advance payment of $5,000 to Dalmore for out-of-pocket expenses. Dalmore will also receive a $1,000 fee for each post-qualification amendment to the offering statement that we file to qualify additional series offerings.  This fee will be paid by our Manager.

 

Sourcing Fee

 

Our series manager will be paid a fee as compensation for sourcing each underlying asset (which we refer to as the Sourcing Fee); provided that the Sourcing Fee may be waived by our series manager. The Sourcing Fee may be between 0% and 35% of the gross offering proceeds of each series offering, and is set entirely at the discretion of the series manager. Factors that the series manager may consider in determining the Sourcing Fee for a particular series offering may include, but are not limited to, current market offers for the series assets, comparable asset pricing data, and/or or the level of difficulty and costs related to sourcing the particular assets of the series. The Sourcing Fee is not based on the aggregate offering size.

 

For example, the series manager may acquire assets that are priced at a discount to current market offers for the underlying assets. In such a case, the series manager may take a higher Sourcing Fee for assets acquired at a discount than for assets acquired at market price. It should be noted that, depending on the size of the sourcing fee, investors may not receive a discount to comparable asset pricing. As a further example, the series manager may take a higher sourcing fee as compensation for assets that are more difficult to source.

 

However, the series manager is not required to consider the factors described above, or any other factors, in determining the Sourcing Fee for an offering. The Sourcing Fee is entirely set at the discretion of the series manager.

See “Compensation of Manager” for further details.

 

Additional Information Regarding this Offering Circular

 

We have not authorized anyone to provide you with information other than as set forth in this offering circular. Except as otherwise indicated, all information contained in this offering circular is given as of the date of this offering circular. Neither the delivery of this offering circular nor any sale made hereunder shall under any circumstances create any implication that there has been no change in our affairs since the date hereof.

 

From time to time, we may provide an “offering circular supplement” that may add, update or change information contained in this offering circular. Any statement that we make in this offering circular will be modified or superseded by any inconsistent statement made by us in a subsequent offering circular supplement. The offering statement we filed with the Commission includes exhibits that provide more detailed descriptions of the matters discussed in this


36



offering circular. You should read this offering circular and the related exhibits filed with the Commission and any offering circular supplement together with additional information contained in our annual reports, semiannual reports and other reports and information statements that we will file periodically with the Commission.

 

The offering statement and all supplements and reports that we have filed or will file in the future can be read on the Commission website at www.sec.gov or in the legal section on the Vint Platform. The contents of the Vint Platform (other than the offering statement, this offering circular and the appendices and exhibits thereto) are not incorporated by reference in or otherwise a part of this offering circular.

 

How to Subscribe

 

Potential investors who are “qualified purchasers” may subscribe to purchase our interests. Interested investors may visit our website at www.vint.co, or contact the Company directly by emailing support@vint.co, to invest in our offerings. All qualified offerings will be available for investment within the first 48 hours following qualification. Vint may market offerings on this website and on various social platforms in a sequential manner without identifying all qualified offerings available for investment on our website. However, this does not preclude investors from investing in any of our qualified offerings. If you would like to invest in a qualified offering that is not identified on our website, please reach out to support@vint.co. A list of qualified offerings can be found in our offering circular on the SEC's website.

 

Any potential investor wishing to acquire our interests must:

 

1.Carefully read this Offering Circular, and any current supplement, as well as any documents described in the Offering Circular and attached hereto or which you have requested. Consult with your tax, legal and financial advisors to determine whether an investment in the series Interests is suitable for you. 

 

2.Review the Subscription Agreement (including the Investor Qualification and Attestation attached thereto), which was pre-populated following your completion of certain questions on the Vint Platform application, if investing through our website, and if the responses remain accurate and correct, sign the completed Subscription Agreement using electronic signature. Except as otherwise required by law, subscriptions may not be withdrawn or cancelled by subscribers.  

 

3.Once the completed Subscription Agreement is signed, an integrated online payment provider will transfer funds in an amount equal to the purchase price for the series Interests you have applied to subscribe for (as set out on the front page of your Subscription Agreement) into the escrow account for the series. The Escrow facilitator will hold such subscription monies in escrow until such time as your Subscription Agreement is either accepted or rejected by the Manager and, if accepted, such further time until you are issued series Interests. 

 

4.The Manager will review the subscription documentation completed and signed by you. You may be asked to provide additional information. The Manager will contact you directly if required. We reserve the right to reject any subscriptions, in whole or in part, for any or no reason, and to withdraw the Offering at any time prior to Closing. 

 

5.Once the review is complete, the Manager will inform you whether or not your application to subscribe for series Interests is approved or denied and if approved, the number of series Interests you are entitled to subscribe for. If your subscription is rejected in whole or in part, then your subscription payments (being the entire amount if your application is rejected in whole or the payments associated with those subscriptions rejected in part) will be refunded promptly, without interest or deduction. The Manager accepts subscriptions on a first-come, first served basis subject to the right to reject or reduce subscriptions. 

 

6.If all or a part of your subscription is approved, then the number of series Interests you are entitled to subscribe for will be issued to you upon the Closing. Simultaneously with the issuance of the series Interests, the subscription monies held by the Escrow facilitator in escrow on your behalf will be transferred to the account of the series as consideration for such series Interests. 

 

By executing the subscription agreement, you agree to be bound by the terms of the subscription agreement and operating agreement. The Company, the Manager and the Broker will rely on the information you provide in the


37



subscription agreement, including the “Investor Qualification and Attestation” attached thereto and the supplemental information you provide in order for the Manager and the Broker to verify your status as a “qualified purchaser.” If any information about your “qualified purchaser” status changes prior to you being issued the interests, please notify the Manager immediately using the contact details set out in the subscription agreement.

 

For further information on the subscription process, please contact the Manager using the contact details set out in the “Where You Can Find Additional Information” section.

 

The subscription funds advanced by prospective investors as part of the subscription process will be held in a non-interest-bearing account with the Escrow facilitator and will not be commingled with any series’ operating account, until if and when there is a closing with respect to that investor. When the Escrow facilitator has received instructions from the Manager that an offering will close and the investor’s subscription is to be accepted (either in whole or part), then the Escrow facilitator shall disburse such investor’s subscription proceeds in its possession to the account of the applicable series. If an offering is terminated without a closing, or if a prospective investor’s subscription is not accepted or is cut back due to oversubscription or otherwise, such amounts placed into escrow by prospective investors will be returned promptly to them without interest or deductions.  Any costs and expenses associated with a terminated offering will be borne by the Manager.


38



 

USE OF PROCEEDS TO ISSUER

 

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

 

THE UNDERLYING ASSETS

 

The discussions contained in this section relate only to assets of series of our Company for which offerings have not yet closed as of the date of this offering circular. As such, descriptions of the assets of series with offerings that have closed as of the date of this offering circular are omitted from this section


39



The Series VV-BURGS1 Asset

 

The discussions contained in this offering circular relating to the Series VV-BURGS1 Assets is based upon information provided third parties that we believe to be reliable and we believe that the information from such sources contained herein regarding the Series VV-BURGS1 Assets are reasonable, and that the factual information therein is fair and accurate.

 

Summary Overview:

 

The underlying assets for our collection are as follows:

 

2020 Burgundy Stars

Wine

Vintage

Bottles

% Weighting of Collection (as per acquisition price)

Armand Rousseau Chambertin

2020

6

35.88%

Armand Rousseau Gevrey Chambertin Clos St Jacques

2020

6

13.98%

Joseph Drouhin Musigny

2020

6

8.81%

Ponsot Clos de la Roche

2020

6

4.25%

Ponsot Clos de la Roche 1.5L

2020

3

3.99%

Dugat-Py Mazis Chambertin

2020

3

2.57%

Roumier Musigny

2020

1

30.51%

 

The Company, per its purchase agreement with the Manager (herein this subsection, the “asset seller”), will purchase the Series VV-BURGS1 Assets (the “2020 Burgundy Stars”) for $83,602.23 upon the qualification of the offering of the series Interests and closing of the sale of the minimum offering amounts.

 

Background and Overview (Region/Wines)

 Burgundy is a historic and highly respected wine region in eastern France has had devout followers of its wine throughout the world for centuries.

 Burgundy is a historic and highly respected wine region in eastern France has had devout followers of its wine throughout the world for centuries.

 Burgundy’s estimated 30,000 hectares (74,000 acres) of vineyards produce some of the most exclusive wines on Earth.


40



Notable Points for Underlying Assets (Supporting data provided by Wine Searcher as of June 9, 2023)

 

Armand Rousseau Chambertin

 Bottles: 6

 Wine Searcher Average Price per Bottle: $7,162

 Producer: Armand Rousseau

 Country: France

 Region: Burgundy

 Vintage: 2020

 Wine Style: Red wine, savory, classic.

 Drinking Window: 2030 - 2050

 Critic Score: 96

●Vintage Quality: Excellent

●  Other Producer Facts/Notes:

o Domaine Armand Rousseau is a highly regarded and critically lauded wine producer based in the village of Gevrey-Chambertin, in the northern Côte de Nuits.

o  Arguably iconic in status, Armand Rousseau is one of Burgundy's oldest and most revered family-run domaines.

 

Armand Rousseau Gevrey Chambertin Clos St Jacques

● Bottles: 6

 Wine Searcher Average Price per Bottle: $2,635

 Producer: Armand Rousseau

 Country: France

 Region: Burgundy

 Vintage: 2020

 Wine Style: Red wine, savory, classic.

 Drinking Window: 2030 - 2050

 Critic Score: 96

 Vintage Quality: Excellent

 

Joseph Drouhin Musigny

● Bottles: 6

 Wine Searcher Average Price per Bottle: $1,519

 Producer: Joseph Drouhin

 Country: France

 Region: Burgundy

 Vintage: 2020

 Wine Style: Red wine, savory, classic.

 Drinking Window: N/A

 Critic Score: N/A

 Vintage Quality: Excellent

 Other Producer Facts/Notes:

o  Joseph Drouhin is one of Burgundy's most important wine producers.

o  Founded in Beaune in 1880, the domaine has expanded throughout the 20th Century to include vineyards in Chablis, the Côte de Nuits, the Côte de Beaune, and the Côte Chalonnaise.


41



Ponsot Clos de la Roche

● Bottles: 9

 Wine Searcher Average Price per Bottle: $1,754

 Producer: Ponsot

 Country: France

 Region: Burgundy

 Vintage: 2020

 Wine Style: Red wine, savory, classic.

 Drinking Window: 2035 - 2060

 Critic Score: 96

 Vintage Quality: Excellent

 Other Producer Facts/Notes:

o  Domaine Ponsot is a family-owned wine producer in Burgundy known for its red and white wines made from Pinot Noir and Chardonnay.

o   The domaine was founded in 1872 by the Ponsot family in Morey-Saint-Denis, and most of the domaine's holdings are in grand cru and premier cru vineyards.

 

Domaine Dugat-Py Mazis Chambertin

 Bottles: 3

 Wine Searcher Average Price per Bottle: $1,172

 Producer: Domaine Dugat-Py

 Country: France

 Region: Burgundy

 Vintage: 2020

 Wine Style: Red wine, savory, classic.

 Drinking Window: 2030 - 2065

 Critic Score:  96

 Vintage Quality: Excellent

 Other Producer Facts/Notes:

o   Domaine Dugat-Py is a wine producer in the village of Gevrey-Chambertin, Burgundy.

o   The domaine's vines are on average 65 years old, with some vines in the grand cru plots reaching an age of 90.

 

Roumier Musigny

 Bottles: 1

 Wine Searcher Average Price per Bottle: $34,072

 Producer: Domaine Georges & Christophe Roumier

 Country: France

 Region: Burgundy

 Vintage: 2020

 Wine Style: Red wine, savory, classic.

 Drinking Window:

 Critic Score: 97  

 Vintage Quality: Excellent

 Other Producer Facts/Notes:

o   Domaine Georges Roumier is a wine producer based in the Côte de Nuits village of Chambolle-Musigny, where it produces some of Burgundy's most expensive, highly rated, and sought-after wines.

 

As per data provided by Wine Searcher, the cumulative average price of all assets in the series is $116,008. The Wine Searcher Average Price per Bottle is the average price per bottle in the market calculated based on available offers.


42



Asset Acquisition by Manager and by Series

 

As of May 10, 2023, the Company entered into a purchase agreement with the Manager for the right to acquire the underlying assets. The Manager has acquired the assets from Liv-ex, Farr Vintners, Goedhuis & Co. Upon the successful completion of the offering through the Vint Platform, the Manager will receive payment of $83,602.23 for the underlying Assets. The Company will store the underlying Assets, and upon the successful completion of the offering, the 2020 Burgundy Stars will remain in the Vine storage facility.

 

Market Assessment

 

To value the series assets, the Company uses a variety of data sources. Wine-Searcher provides a range of high & low prices within the retail and secondary wine & spirits market. Spirits Market Journal provides fine spirits auction pricing data. The London International Vintner’s Association (Liv-Ex) provides secondary market pricing data for wine & spirits. In addition to our data sources, we work with our advisory board and suppliers to value the collections. We use a valuation methodology encompassing our various data sources, comparable data, and expert opinions to value the underlying assets.

 

VV-BURGS1 is a collection of wines composed from the region of Burgundy. With centuries of winemaking history, the region's wines are highly sought-after by collectors and connoisseurs throughout the world. This strong demand, combined with an inherently limited supply, has led Burgundy to be one of the top-performing regions in recent years as measured by the Liv-ex Burgundy 150 Index, which is up 105% over the past five years culminating in December 2022. This market assessment includes descriptions of past performance from comparable assets. Past performance is not an indication of future performance.

 

Insurance

 

We work with CHUBB to provide insurance for the underlying assets. We insure all assets during storage.

 

Storage

 

The underlying assets are stored in the Vine, a state of the art wine storage facility operated by Liv-ex.

 

Depreciation

 

We treat our wine collections as collectible and therefore we will not depreciate or amortize the Series VV-BURGS1 Asset going forward. We may depreciate or amortize any hardware or other equipment used in connection with the display or maintenance of the Asset.


43



Sourcing Fee Determination

 

The Sourcing Fee for this offering (as set forth in the table below) was set by the series manager at its own discretion. As described under the “Compensation of Directors and Executive Officers – Sourcing Fee” subsection of this offering circular, the series manager may consider a number of factors in setting the Sourcing Fee for an offering – however, no particular factor (or set of factors) were determinative for the Sourcing Fee set for this offering.

 

VV-BURGS1 Use of Proceeds

 

Minimum Raise Dollar Amount

Percentage of Gross Cash Proceeds

Cash Portion of Asset Cost(1)

$83,602

83.60%

Broker Dealer Expense(2)

$1,000

1.00%

Acquisition Expenses(3)

 

 

Interests Issued to Manager(4)

$500

0.50%

Storage & Maintenance(5)

$1,200

1.20%

Shipping & Transportation

$0

0.00%

Insurance

$500

0.50%

Sourcing Fee(6)

$13,198

13.20%

Offering Expenses(7)

$0

0.00%

Total Fees & Expenses

$16,398

16.40%

Total Proceeds

$100,000

100.00%

 

(1) As per the purchase agreement, the Company will acquire the assets for the Series VV-BURGS1 collection from the Manager for a total cost of $ 83,602.23 ..  Upon completion of the offering of the Series VV-BURGS1, the Series VV-BURGS1 will purchase the Series VV-BURGS1 Assets from the Company for $ 83,602.23 .. The Manager has acquired the assets from Liv-ex, Farr Vintners, Goedhuis & Co for $ 83,602.23 ..

(2) We have engaged Dalmore to perform administrative and compliance related functions in connection with this offering, but not for underwriting or placement agent services. This includes the 1% commission payable to Dalmore for its services in this offering.

(3) The Acquisition Expenses are estimates based upon provided quotes. To the extent that Acquisition Expenses are lower than anticipated, any overage would be added to the Working Capital Reserve held in an operating account for future Operating Expenses related to Series VV-BURGS1.  Any shortfalls would be taken from the Working Capital Reserves, if any or paid as non-reimbursable payments by the Manager.  The Acquisition Expenses will be paid out of the offering proceeds and have not been paid as of the date of this Offering Statement.

(4) Represents the purchase price for interests of the series to be purchased by the Manager at the closing of the offering, which will be reimbursed to the Manager using the proceeds from this offering.

(5) The Manager anticipates using this storage facility to hold additional assets.  In which case these costs will be allocated to the various series accordingly.

(6) Our series manager will be paid a Sourcing Fee as compensation for sourcing the Series VV-BURGS1 Asset in an amount equal to between 0% and 35% of the gross offering proceeds.

(7) The Manager has assumed and will not be reimbursed for Offering Expenses in connection with the offering of Series VV-BURGS1 Interests.


44



The Series VV-CHAM2 Asset

 

The discussions contained in this offering circular relating to the Series VV-CHAM2 Assets is based upon information provided third parties that we believe to be reliable and we believe that the information from such sources contained herein regarding the Series VV-CHAM2 Assets are reasonable, and that the factual information therein is fair and accurate.

 

Summary Overview:

 

The underlying assets for our collection are as follows:

 

Champagne Stars #2

Wine

Vintage

Bottles

% Weighting of Collection (as per acquisition price)

Taittinger Comtes de Champagne Blanc de Blancs

2012

90

16.78%

Louis Roderer Cristal

2015

180

55.45%

Pol Roger Cuvee Winston Churchill

2015

60

15.01%

Bollinger Grande Annee

2014

90

12.75%

 

The Company, per its purchase agreement with the Manager (herein this subsection, the “asset seller”), will purchase the Series VV-CHAM2 Assets (the “Champagne Stars #2”) for $81,666.60 upon the qualification of the offering of the series Interests and closing of the sale of the minimum offering amounts.

 

Background and Overview (Region/Wines)

●  Champagne is the name of the world's most famous sparkling wine

●  Located at a northern latitude of 49°N, the Champagne region lies at the northern edge of the world's vineyard-growing areas, with lower average temperatures than any other French wine region. In this kind of cool climate, the growing season is rarely warm enough to ripen grapes to the levels required for standard winemaking.

●  Pinot Noir, Pinot Meunier and Chardonnay are Champagne’s principal grape varieties.

 

Notable Points for Underlying Assets (Supporting data provided by Wine Searcher)

 

Comtes de Champagne Blanc de Blancs

 Bottles: 90

 Wine Searcher Average Price per Bottle: $250

 Producer: Taittinger

 Country: France

 Region: Champagne

 Vintage: 2012

 Wine Style: Sparkling wine, complex and traditional.

 Drinking Window: 2022 - 2055

 Critic Score: 95

 Vintage Quality: Legendary

●  Other Producer Facts/Notes:

o  Taittinger is one of Champagne's most famous houses.

o  Based in the city of Reims, Taittinger is known for its Chardonnay-dominant cuvées, the pinnacle of which is the blanc de blancs prestige cuvée, Comtes de Champagne.

 

Cristal

 Bottles: 180

 Wine Searcher Average Price per Bottle: $350

 Producer: Louis Roederer


45



 Country: France

 Region: Champagne

 Vintage: 2015

 Wine Style: Sparkling wine, complex and traditional.

 Drinking Window: 2027 - 2060

 Critic Score: 96

 Vintage Quality: Legendary

 Other Producer Facts/Notes:

o  Louis Roederer is a well-regarded Champagne house based in the city of Reims and best-known for its flagship wine: Cristal.

o  The house, established in the late 18th Century, is still family-owned, and produces a house style with equal amounts of Chardonnay and Pinot Noir, around one-fifth Pinot Meunier.

 

Cuvee Winston Churchill

 Bottles: 60

 Wine Searcher Average Price per Bottle: $259

Producer: Pol Roger

 Country: France

 Region: Champagne

 Vintage: 2015

 Wine Style: Sparkling wine, complex and traditional.

 Drinking Window: 2023 - 2045

 Critic Score: 94

 Vintage Quality: Legendary

 Other Producer Facts/Notes:

o  Champagne Pol Roger is a prominent Champagne producer based in Epernay.

o   It is known for its elegant, balanced house style made from equal proportions of Chardonnay, Pinot Noir and Pinot Meunier.

 

Grande Annee

 Bottles: 90

 Wine Searcher Average Price per Bottle: $186

 Producer: Bollinger

 Country: France

 Region: Champagne

 Vintage: 2014

 Wine Style: Sparkling wine, complex and traditional.

 Drinking Window: N/A

 Critic Score: 95

 Vintage Quality: Good

 Other Producer Facts/Notes:

o   Champagne Bollinger is one of the most famous houses in Champagne, in northern France.

o   It is notable for its muscular, Pinot Noir-dominant cuvée, and is widely available around the world.

 

As per data provided by Wine Searcher, the cumulative average price of all assets in the series is $117,780 . The Wine Searcher Average Price per Bottle is the average price per bottle in the market calculated based on available offers.

 

Asset Acquisition by Manager and by Series

 

As of May 10, 2023, the Company entered into a purchase agreement with the Manager for the right to acquire the underlying assets. The Manager has acquired the assets from Liv-ex and Farr Vintners. Upon the successful completion of the offering through the Vint Platform, the Manager will receive payment of $81,666.60 for the underlying Assets. The Company will store the underlying Assets, and upon the successful completion of the offering, the Champagne Stars #2 will remain in the Vine storage facility.


46



Market Assessment

 

To value the series assets, the Company uses a variety of data sources. Wine-Searcher provides a range of high & low prices within the retail and secondary wine & spirits market. Spirits Market Journal provides fine spirits auction pricing data. The London International Vintner’s Association (Liv-Ex) provides secondary market pricing data for wine & spirits. In addition to our data sources, we work with our advisory board and suppliers to value the collections. We use a valuation methodology encompassing our various data sources, comparable data, and expert opinions to value the underlying assets.

 

VV-CHAM2 is a collection of wines composed from the region of Champagne. Champagne's limited production, regulated by stringent appellation laws, contributes to its exclusivity and investment appeal. Over the past five years ending in December 2022, Champagne has been among the top-performing wine regions in the world, up 97% as measured by the Liv-ex Champagne 50 Index. This market assessment includes descriptions of past performance from comparable assets. Past performance is not an indication of future performance.

 

Insurance

 

We work with CHUBB to provide insurance for the underlying assets. We insure all assets during storage.

 

Storage

 

The underlying assets are stored in the Vine, a state of the art wine storage facility operated by Liv-ex.

 

Depreciation

 

We treat our wine collections as collectible and therefore we will not depreciate or amortize the Series VV-CHAM2 Asset going forward. We may depreciate or amortize any hardware or other equipment used in connection with the display or maintenance of the Asset.

 

Sourcing Fee Determination

 

The Sourcing Fee for this offering (as set forth in the table below) was set by the series manager at its own discretion. As described under the “Compensation of Directors and Executive Officers – Sourcing Fee” subsection of this offering circular, the series manager may consider a number of factors in setting the Sourcing Fee for an offering – however, no particular factor (or set of factors) were determinative for the Sourcing Fee set for this offering.

 

VV-CHAM2 Use of Proceeds

 

Minimum Raise Dollar Amount

Percentage of Gross Cash Proceeds

Cash Portion of Asset Cost(1)

$81,667

84.19%

Broker Dealer Expense(2)

$970

1.00%

Acquisition Expenses(3)

 

 

Interests Issued to Manager(4)

$485

0.50%

Storage & Maintenance(5)

$1,164

1.20%

Shipping & Transportation

$0

0.00%

Insurance

$485

0.50%

Sourcing Fee(6)

$12,229

12.61%

Offering Expenses(7)

$0

0.00%

Total Fees & Expenses

$15,333

15.81%

Total Proceeds

$97,000

100.00%

(1) As per the purchase agreement, the Company will acquire the assets for the Series VV-CHAM2 collection from the Manager for a total cost of $ 81,666.60 ..  Upon completion of the offering of the Series VV-CHAM2, the Series VV-CHAM2 will purchase the Series VV-CHAM2 Assets from the Company for $ 81,666.60 .. The Manager has acquired the assets from Liv-ex and Farr Vintners for $ 81,666.60 ..


47



(2) We have engaged Dalmore to perform administrative and compliance related functions in connection with this offering, but not for underwriting or placement agent services. This includes the 1% commission payable to Dalmore for its services in this offering.

(3) The Acquisition Expenses are estimates based upon provided quotes. To the extent that Acquisition Expenses are lower than anticipated, any overage would be added to the Working Capital Reserve held in an operating account for future Operating Expenses related to Series VV-CHAM2.  Any shortfalls would be taken from the Working Capital Reserves, if any or paid as non-reimbursable payments by the Manager.  The Acquisition Expenses will be paid out of the offering proceeds and have not been paid as of the date of this Offering Statement.

(4) Represents the purchase price for interests of the series to be purchased by the Manager at the closing of the offering, which will be reimbursed to the Manager using the proceeds from this offering.

(5) The Manager anticipates using this storage facility to hold additional assets.  In which case these costs will be allocated to the various series accordingly.

(6) Our series manager will be paid a Sourcing Fee as compensation for sourcing the Series VV-CHAM2 Asset in an amount equal to between 0% and 35% of the gross offering proceeds.

(7) The Manager has assumed and will not be reimbursed for Offering Expenses in connection with the offering of Series VV-CHAM2 Interests.


48



The Series VV-PNTC1 Asset

 

The discussions contained in this offering circular relating to the Series VV-PNTC1 Assets is based upon information provided third parties that we believe to be reliable and we believe that the information from such sources contained herein regarding the Series VV-PNTC1 Assets are reasonable, and that the factual information therein is fair and accurate.

 

Summary Overview:

 

The underlying assets for our collection are as follows:

 

Pontet Canet Collection

Wine

Vintage

Bottles

% Weighting of Collection
(as per acquisition price)

Pontet Canet

2009

60

20.14%

Pontet Canet

2010

24

7.55%

Pontet Canet

2009

48

16.24%

Pontet Canet

2010

84

26.71%

Pontet Canet

2018

162

29.36%

 

The Company, per its purchase agreement with the Manager (herein this subsection, the “asset seller”), will purchase the Series VV-PNTC1 Assets (the “Pontet Canet Collection”) for $58,960.98 upon the qualification of the offering of the series Interests and closing of the sale of the minimum offering amounts.

 

Background and Overview (Region/Wines)

 Found in the southwest of France, the region needs little introduction as one of the world's most famous, prestigious and prolific wine regions.

 The majority of Bordeaux wines (nearly 90 percent of production volume) are the dry, medium- and full-bodied red Bordeaux Blends that established its reputation.

 Château Pontet-Canet is a critically lauded wine estate located in the Pauillac appellation of Bordeaux's northern Médoc region.

 

Notable Points for Underlying Assets (Supporting data provided by Wine Searcher as of June 9, 2023)

 

Chateau Pontet-Canet

 Bottles: 108

 Wine Searcher Average Price per Bottle: $330

 Producer: Chateau Pontet-Canet

 Country: France

 Region: Bordeaux

 Vintage: 2009

 Wine Style: Red - Savory and Classic

 Drinking Window: 2018 - 2065

 Critic Score: 96

 Vintage Quality: Legendary

 Other Producer Facts/Notes:

o The estate was ranked as a fifth growth in the 1855 Bordeaux Classification although in contemporary critical and popular circles, the estate is considered worthy of a much higher ranking.

o  Its grand vin is a classic, structured claret with great finesse, regularly achieving high scores and much in-demand worldwide. The second wine of the estate is Hauts de Pontet-Canet.

 

Chateau Pontet-Canet

 Bottles: 108


49



 Wine Searcher Average Price per Bottle: $300

 Producer: Chateau Pontet-Canet

 Country: France

 Region: Bordeaux

 Vintage: 2010

 Wine Style: Red - Savory and Classic

 Drinking Window: 2018 - 2070

 Critic Score: 96

 Vintage Quality: Legendary

 Other Producer Facts/Notes:

o The estate was ranked as a fifth growth in the 1855 Bordeaux Classification although in contemporary critical and popular circles, the estate is considered worthy of a much higher ranking.

o  Its grand vin is a classic, structured claret with great finesse, regularly achieving high scores and much in-demand worldwide. The second wine of the estate is Hauts de Pontet-Canet.

 

Chateau Pontet-Canet

 Bottles: 162

 Wine Searcher Average Price per Bottle: $173

 Producer: Chateau Pontet-Canet

 Country: France

 Region: Bordeaux

 Vintage: 2018

 Wine Style: Red - Savory and Classic

 Drinking Window: 2023 - 2055

 Critic Score: 97

 Vintage Quality: Excellent

 Other Producer Facts/Notes:

o The estate was ranked as a fifth growth in the 1855 Bordeaux Classification although in contemporary critical and popular circles, the estate is considered worthy of a much higher ranking.

o  Its grand vin is a classic, structured claret with great finesse, regularly achieving high scores and much in-demand worldwide. The second wine of the estate is Hauts de Pontet-Canet.

 

As per data provided by Wine Searcher, the cumulative average price of all assets in the series is $96,066. The Wine Searcher Average Price per Bottle is the average price per bottle in the market calculated based on available offers.

 

Asset Acquisition by Manager and by Series

 

As of May 10, 2022, the Company entered into a purchase agreement with the Manager for the right to acquire the underlying assets. The Manager has acquired the assets from Wilkinson Vintners and Farr Vintners. Upon the successful completion of the offering through the Vint Platform, the Manager will receive payment of $58,960.98 for the underlying Assets. The Company will store the underlying Assets, and upon the successful completion of the offering, the Pontet Canet Collection will remain in the Vine storage facility.

 

Market Assessment

 

To value the series assets, the Company uses a variety of data sources. Wine-Searcher provides a range of high & low prices within the retail and secondary wine & spirits market. Spirits Market Journal provides fine spirits auction pricing data. The London International Vintner’s Association (Liv-Ex) provides secondary market pricing data for wine & spirits. In addition to our data sources, we work with our advisory board and suppliers to value the collections. We use a valuation methodology encompassing our various data sources, comparable data, and expert opinions to value the underlying assets.


50



VV-PNTC1 is a collection of wines composed from the region of Bordeaux. Over the past five years ending in December 2022, the wines of Bordeaux as measured by the Liv-ex Bordeaux 500 Index, are up 19%. Today, Bordeaux wines continue to command a prominent position in the global wine market, epitomizing the region's enduring economic significance and the timeless allure of its exceptional vintages.

 

This market assessment includes descriptions of past performance from comparable assets. Past performance is not an indication of future performance.

 

Insurance

 

We work with CHUBB to provide insurance for the underlying assets. We insure all assets during storage.

 

Storage

 

The underlying assets are stored in the Vine, a state of the art wine storage facility operated by Liv-ex.

 

Depreciation

 

We treat our wine collections as collectible and therefore we will not depreciate or amortize the Series VV-PNTC1 Asset going forward. We may depreciate or amortize any hardware or other equipment used in connection with the display or maintenance of the Asset.

 

Sourcing Fee Determination

 

The Sourcing Fee for this offering (as set forth in the table below) was set by the series manager at its own discretion. As described under the “Compensation of Directors and Executive Officers – Sourcing Fee” subsection of this offering circular, the series manager may consider a number of factors in setting the Sourcing Fee for an offering – however, no particular factor (or set of factors) were determinative for the Sourcing Fee set for this offering.

 

VV-PNTC1 Use of Proceeds

 

Minimum Raise Dollar Amount

Percentage of Gross Cash Proceeds

Cash Portion of Asset Cost(1)

$58,961

85.45%

Broker Dealer Expense(2)

$690

1.00%

Acquisition Expenses(3)

 

 

Interests Issued to Manager(4)

$345

0.50%

Storage & Maintenance(5)

$828

1.20%

Shipping & Transportation

$0

0.00%

Insurance

$345

0.50%

Sourcing Fee(6)

$7,831

11.35%

Offering Expenses(7)

$0

0.00%

Total Fees & Expenses

$10,039

14.55%

Total Proceeds

$69,000

100.00%

 

(1) As per the purchase agreement, the Company will acquire the assets for the Series VV-PNTC1 collection from the Manager for a total cost of $ 58,960.98 ..  Upon completion of the offering of the Series VV-PNTC1, the Series VV-PNTC1 will purchase the Series VV-PNTC1 Assets from the Company for $ 58,960.98 .. The Manager has acquired the assets from Wilkinson Vintners and Farr Vintners for $ 58,960.98 ..

(2) We have engaged Dalmore to perform administrative and compliance related functions in connection with this offering, but not for underwriting or placement agent services. This includes the 1% commission payable to Dalmore for its services in this offering.

(3) The Acquisition Expenses are estimates based upon provided quotes. To the extent that Acquisition Expenses are lower than anticipated, any overage would be added to the Working Capital Reserve held in an operating account for future Operating Expenses related to Series VV-PNTC1.  Any shortfalls would be taken from the Working Capital Reserves, if any or paid as non-reimbursable payments by the Manager.  The


51



Acquisition Expenses will be paid out of the offering proceeds and have not been paid as of the date of this Offering Statement.

(4) Represents the purchase price for interests of the series to be purchased by the Manager at the closing of the offering, which will be reimbursed to the Manager using the proceeds from this offering.

(5) The Manager anticipates using this storage facility to hold additional assets.  In which case these costs will be allocated to the various series accordingly.

(6) Our series manager will be paid a Sourcing Fee as compensation for sourcing the Series VV-PNTC1 Asset in an amount equal to between 0% and 35% of the gross offering proceeds.

(7) The Manager has assumed and will not be reimbursed for Offering Expenses in connection with the offering of Series VV-PNTC1 Interests.


52



The Series VV-LB22 Asset

 

The discussions contained in this offering circular relating to the Series VV-LB22 Assets is based upon information provided third parties that we believe to be reliable and we believe that the information from such sources contained herein regarding the Series VV-LB22 Assets are reasonable, and that the factual information therein is fair and accurate.

 

Summary Overview:

 

The underlying assets for our collection are as follows:

 

Left Bank 2022 En Primeur Collection

Wine

Vintage

Bottles

% Weighting of Collection
(as per acquisition price)

Beychevelle

2022

6

0.43%

Branaire Ducru

2022

12

0.51%

Branaire Ducru

2022

36

1.53%

Branaire Ducru

2022

24

1.02%

Branaire Ducru

2022

24

1.02%

Brane Cantenac

2022

6

0.39%

Brane Cantenac

2022

12

0.77%

Calon Segur

2022

6

0.66%

Calon Segur

2022

24

2.63%

Cantenac Brown

2022

12

0.52%

Cantenac Brown

2022

12

0.52%

Cantenac Brown

2022

12

0.52%

Carmes Haut Brion

2022

6

0.70%

Carmes Haut Brion

2022

12

1.39%

Carmes Haut Brion

2022

12

1.39%

Carmes Haut Brion

2022

12

1.39%

Carruades de Lafite

2022

18

3.48%

Carruades de Lafite

2022

6

1.16%

Chapelle La Mission Haut Brion

2022

6

0.42%

Clarence Haut Brion

2022

12

1.70%

Cos d"Estournel

2022

12

2.39%

Cos d"Estournel

2022

12

2.39%

Cos d"Estournel

2022

12

2.39%

D'Armailhac

2022

12

0.51%

Domaine de Chevalier

2022

12

0.71%

Domaine de Chevalier

2022

12

0.71%

Domaine de Chevalier

2022

12

0.71%

Ducru Beaucaillou

2022

12

2.39%

Ducru Beaucaillou

2022

12

2.39%

Ducru Beaucaillou

2022

12

2.39%

Duhart Milon

2022

24

1.54%

Duhart Milon

2022

6

0.39%

Grand Puy Lacoste

2022

12

0.76%

Haut Bailly

2022

24

3.09%

Issan

2022

24

1.31%

Issan

2022

24

1.31%

La Mission Haut Brion

2022

12

3.40%


53



La Mission Haut Brion

2022

12

3.40%

La Mission Haut Brion

2022

6

1.70%

Lagrange

2022

24

1.02%

Lagrange

2022

36

1.53%

Leoville Barton

2022

12

0.83%

Leoville Las Cases

2022

3

0.84%

Leoville Las Cases

2022

3

0.84%

Leoville Poyferre

2022

12

1.08%

Leoville Poyferre

2022

12

1.08%

Leoville Poyferre

2022

12

1.08%

Lynch Bages

2022

12

1.36%

Leoville Las Cases

2022

6

1.48%

Lynch Bages

2022

24

2.72%

Lynch Bages

2022

24

2.72%

Lynch Bages

2022

12

1.36%

Montrose

2022

12

1.85%

Montrose

2022

12

1.85%

Montrose

2022

6

0.93%

Palmer

2022

6

1.90%

Palmer

2022

6

1.90%

Pape Clement

2022

24

1.61%

Pape Clement

2022

24

1.61%

Pape Clement

2022

12

0.80%

Pavillon Rouge

2022

3

0.51%

Pichon Baron

2022

12

1.73%

Pichon Lalande

2022

12

2.19%

Pichon Lalande

2022

12

2.19%

Pichon Lalande

2022

12

2.19%

Pontet Canet

2022

6

0.58%

Pontet Canet

2022

12

1.16%

Pontet Canet

2022

24

2.32%

Smith Haut Lafitte

2022

6

0.73%

 

The Company, per its purchase agreement with the Manager (herein this subsection, the “asset seller”), will purchase the Series VV-LB22 Assets (the “Left Bank 2022 En Primeur Collection”) for $101,623.13 upon the qualification of the offering of the series Interests and closing of the sale of the minimum offering amounts.

 

Background and Overview (Region/Wines)

● Found in the southwest of France, the region needs little introduction as one of the world's most famous, prestigious and prolific wine regions.

  The majority of Bordeaux wines (nearly 90 percent of production volume) are the dry, medium- and full-bodied red Bordeaux Blends that established its reputation.

  The finest (and most expensive) of these are the wines from the great châteaux of the Haut-Médoc and the Right Bank appellations Saint-Émilion and Pomerol.

 

Notable Points for Underlying Assets (Supporting data provided by Wine Searcher)

 

Beychevelle

●  Bottles: 6

Wine Searcher Average Price per Bottle: $95

●  Producer: Château Beychevelle

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022


54



●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2028-2065

●  Critic Score: 94

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

o Château Beychevelle is a well-regarded wine estate based in the Saint-Julien appellation of Bordeaux's northern Haut-Médoc wine region, on the left bank of the Gironde estuary.

o Château Beychevelle’s  flagship, Cabernet Sauvignon-dominant, wine is known for its supple power and smooth, rich texture, and better vintages have great aging ability.

 

Branaire Ducru

●  Bottles: 96

Wine Searcher Average Price per Bottle: $52.33

●  Producer: Château Branaire-Ducru

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window:  2028-2065

●  Critic Score: 94

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

o  Château Branaire-Ducru is a wine estate based the Saint-Julien appellation, in the Haut-Médoc region, on the so-called "left bank" of the Garonne estuary north of the city of Bordeaux.

o Château Branaire-Ducru  was ranked a fourth growth in the 1855 Classification of Médoc and the Graves.

Brane Cantenac

●  Bottles: 18

Wine Searcher Average Price per Bottle: $82

● Producer: Château Brane-Cantenac

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2025-2065

●  Critic Score: 96

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

o  Château Brane-Cantenac is a well-regarded wine estate based in the Margaux appellation, in the Haut-Médoc region just north of Bordeaux city.

o Château Brane-Cantenac was ranked a second growth in the 1855 Classification of the Médoc and Graves and regularly receives praise for its eponymously titled "grand vin".

Calon Segur

●  Bottles: 30

Wine Searcher Average Price per Bottle: $139

●  Producer: Château Calon-Ségur

●  Country: France

●  Region:  Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2030-2066

●  Critic Score: 96

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

o   Château Calon-Ségur is a well-regarded wine estate located in the commune of Saint-Estèphe, on the left bank of the Gironde estuary in northern Bordeaux. 


55



o  Château Calon-Ségur was rated as a third growth in the 1855 Classification of the Médoc and Graves and is unique in the Médoc as the vineyards are in one single plot surrounded by tall stone walls.

Cantenac Brown

●  Bottles: 36

Wine Searcher Average Price per Bottle: $55

●  Producer: Château Cantenac-Brown

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2027-2066

●  Critic Score: 94

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

o   Château Cantenac-Brown is a notable wine estate located in Margaux, on the left bank of the Gironde river in Bordeaux. 

o    Château Cantenac-Brown was established in the early 19th Century and was classified as a third growth in the 1855 Classification of the Medoc and Graves.

Carmes Haut Brion

●  Bottles: 42

Wine Searcher Average Price per Bottle: $200

●  Producer: Château Les Carmes Haut-Brion

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2028-2066

●  Critic Score:  97

●  Vintage Quality: N/A

●  Other Producer:

o   Château Les Carmes Haut-Brion is a Bordeaux estate that was once part of the famed First Growth Château Haut-Brion.

o   Situated in Pessac-Léognan, in the southwestern outskirts of Bordeaux town and on the "left bank" of the Garonne river, the Château Les Carmes Haut-Brion vineyards and wines are Merlot and Cabernet Franc dominant with a small amount of Cabernet Sauvignon – an uncommon ratio for the commune.

 

Carruades de Lafite

●  Bottles: 24

Wine Searcher Average Price per Bottle: $230

●  Producer: Château Lafite Rothschild

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2027-2055

●  Critic Score: 93

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

O Carruades de Lafite is the second wine produced by, Château Lafite Rothschild which is a wine estate in the Pauillac region of the Médoc, producing one of the most sought-after and expensive red wines in the world.

o  Lafite Rothschild is known for its perfume, elegance, finesse and harmony, in contrast to the more powerful Latour and Mouton Rothschild. 


56



Chapelle La Mission Haut Brion

●  Bottles: 6

Wine Searcher Average Price per Bottle: $90

●  Producer: Château La Mission Haut-Brion

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2029-2060

●  Critic Score: 96

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

o Chapelle La Mission Haut Brion is the second wine of  Château La Mission Haut-Brion which is an estate in the Pessac-Léognan appellation in the northern Graves, a few miles southwest of Bordeaux's city center. 

o  Its near-neighbor and sister estate Château Haut-Brion was the only estate from the region featured in the 1855 Bordeaux Classification, but La Mission Haut-Brion (rated a Graves Grand Cru in the 1959 rankings) is often judged and priced as the equal of Haut-Brion and the other first growths.

Clarence Haut Brion

●  Bottles: 12

Wine Searcher Average Price per Bottle: $175

● Producer: Château Haut-Brion

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2027-2045

●  Critic Score: 93

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

o Clarence Haut Brion is the second wine of  Château Haut-Brion which  is the oldest of Bordeaux's five first growths, and one of the most famous wines in the world.

o   Located in Pessac-Léognan, south of the city of Bordeaux, the château is rather far removed from its counterparts, all of which are found in the Médoc.

Cos d"Estournel 

●  Bottles: 36

Wine Searcher Average Price per Bottle:$238

●  Producer: Cos d'Estournel

●  Country: France

●  Region:  Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2030-2065

●  Critic Score: 97

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

o   Cos d'Estournel is a vineyard and winery in the Saint-Estèphe appellation of the Médoc.

o   In the 1855 Classification, Cos d'Estournel was classified as a second growth and remains one of the most prominent and sought-after of all Bordeaux wines.

D'Armailhac

●  Bottles: 12

Wine Searcher Average Price per Bottle: $53

●  Producer: Château d'Armailhac

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022


57



●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2025-2060

●  Critic Score: 93

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

o   Château d'Armailhac is a wine estate in the Pauillac appellation of Bordeaux's northern Haut-Médoc wine region.

o   Improvements in quality in recent decades mean that Château d'Armailhac is now regarded as one of Pauillac's best-value wines.

Domaine de Chevalier

●  Bottles: 36

Wine Searcher Average Price per Bottle: $74

●  Producer: Domaine de Chevalier

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2030-2065

●  Critic Score:  95

●  Vintage Quality: N/A

●  Other Producer:

o   Domaine de Chevalier is a highly-regarded wine estate in the Pessac-Léognan appellation of the Graves region just south of Bordeaux city.

o Domaine de Chevalier was classified a Grand Cru Classé de Graves in 1959 for both its red (a Cabernet Sauvignon-dominant blend) and white (a classic white Bordeaux Blend) wines.

 

Ducru Beaucaillou

●  Bottles: 36

Wine Searcher Average Price per Bottle: $238

●  Producer: Château Ducru-Beaucaillou

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2030-2065

●  Critic Score: 97

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

o Château Ducru-Beaucaillou is a well-regarded wine estate in the Saint-Julien appellation of Bordeaux's Haut-Médoc wine region, on the so-called "left bank" of the Gironde estuary.

o  Château Ducru-Beaucaillou and its eponymous grand vin (the estate's principle wine) was rated a second growth in the 1855 Bordeaux Classification.

 

Duhart Milon

●  Bottles: 30

Wine Searcher Average Price per Bottle: $78

●  Producer: Château Duhart-Milon

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2026-2050

●  Critic Score: 93

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

o  Château Duhart-Milon, previously known as Duhart-Milon-Rothschild, is a wine estate based in the Pauillac appellation of the Médoc, just north of Bordeaux city. 


58



o   The Duhart Milon grand vin (the eponymous, flagship wine) is known for its elegance, combined with Paulliac's typical power. 

Grand Puy Lacoste

●  Bottles: 12

Wine Searcher Average Price per Bottle: $74

● Producer: Château Grand-Puy-Lacoste

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2027-2065

●  Critic Score: 95

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

o  Château Grand-Puy-Lacoste is a wine estate situated on a low hillock (or "puy") above the village of Bages in the Pauillac region of the Médoc. 

o   Classified as a fifth growth in the 1855 Bordeaux Classification, the Cabernet Sauvignon-dominant Grand Puy Lacoste grand vin is known for its velvety texture and cigar box and cassis aromas.

Haut Bailly 

●  Bottles: 24

Wine Searcher Average Price per Bottle: $154

●  Producer: Château Haut-Bailly

●  Country: France

●  Region:  Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2030-2066

●  Critic Score: 96

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

o   Château Haut-Bailly is a historic wine estate located in Pessac-Léognan on the left bank of the Gironde.

o   Half a century ago, the Cabernet Sauvignon-dominant wine frequently commanded the same prices as the first growth wines and, in the 1959 Graves Classification, Château Haut-Bailly was given Grand Cru Classé status.

Issan

●  Bottles: 48

Wine Searcher Average Price per Bottle: $67

●  Producer: Château d'Issan

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2028-2060

●  Critic Score: 94

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

o   Château d'Issan is a property in the Margaux appellation, rated as a third growth in the official Bordeaux Classification of 1855

o   Château d'Issan is known for its richly aromatic, silky wine of the same name.

 

La Mission Haut Brion

●  Bottles: 30

Wine Searcher Average Price per Bottle: $345

●  Producer: Château La Mission Haut-Brion

●  Country: France


59



●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2029-2060

●  Critic Score:  96

●  Vintage Quality: N/A

●  Other Producer:

o   Château La Mission Haut-Brion is an estate in the Pessac-Léognan appellation in the northern Graves, a few miles southwest of Bordeaux's city center.

o   Its near-neighbor and sister estate Château Haut-Brion was the only estate from the region featured in the 1855 Bordeaux Classification, but La Mission Haut-Brion (rated a Graves Grand Cru in the 1959 rankings) is often judged and priced as the equal of Haut-Brion and the other first growths.

Lagrange

●  Bottles: 60

Wine Searcher Average Price per Bottle: $53

●  Producer: Château Lagrange

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2026-2066

●  Critic Score: 94

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

o Château Lagrange is a well-regarded wine estate based in the Saint-Julien appellation of the Haut-Médoc region, north of Bordeaux city on the so-called "left bank" of the Gironde estuary.

o  Château Lagrange was classified as a third growth in the 1855 Classification of the Médoc and Graves. 

 

Leoville Barton 

●  Bottles: 12

Wine Searcher Average Price per Bottle: $85

●  Producer: Château Léoville Barton

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2025-2066

●  Critic Score: 95

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

o  Château Léoville Barton is a well-regarded estate in the Saint-Julien region of Bordeaux, ranked a second growth in the 1855 Classification.

o  Quality has soared since the 1980s, and Leoville Barton  is considered one of the most dependable wines in Bordeaux, gaining regular praise for its reasonable pricing. 

Leoville Las Cases

●  Bottles: 12

Wine Searcher Average Price per Bottle: $309

● Producer: Château Léoville-Las Cases

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2030-2072

●  Critic Score: 98

●  Vintage Quality: N/A


60



●  Other Producer Facts/Notes:

o  Château Léoville-Las Cases is an estate in the Saint-Julien appellation of Bordeaux, ranked as a second growth in the 1855 Classification of the Médoc and Graves.

o   Typical of the appellation, Château Léoville-Las Cases is Cabernet Sauvignon-dominant, with smaller amounts of Merlot and Cabernet Franc.

Leoville Poyferre

●  Bottles: 36

Wine Searcher Average Price per Bottle: $115

●  Producer: Château Léoville Poyferré

●  Country: France

●  Region:  Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2025-2065

●  Critic Score: 95

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

o   Château Léoville Poyferré is a wine estate in the Saint-Julien appellation of Haut-Médoc wine region, just north of Bordeaux town.

o  Château Léoville Poyferrét was rated a second growth in the 1855 Bordeaux Classification, and was traditionally the softest of the three Léovilles. However, in the last few decades, the Cabernet Sauvignon-dominant wine has gained weight and density.

Lynch Bages

●  Bottles: 72

Wine Searcher Average Price per Bottle: $136

●  Producer: Château Lynch-Bages

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2030-2066

●  Critic Score: 95

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

o   Château Lynch-Bages is situated in the Pauillac commune of the Médoc region in Bordeaux. 

o   The Lynch Bages grand vin, which is made predominantly from Cabernet Sauvignon, is known for its structure and intensity, and can age for 20 years or more. It ranks among the best in the appellation.

Montrose

●  Bottles: 30

Wine Searcher Average Price per Bottle: $185

●  Producer: Château Montrose

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2030-2067

●  Critic Score:  98

●  Vintage Quality: N/A

●  Other Producer:

o   Château Montrose is a well-regarded and critically much-lauded wine estate based in the Saint-Estèphe appellation of Bordeaux's northern Médoc region.

o  Château Montrose was ranked as a second growth in the 1855 Bordeaux Classification, and is regarded as one of the very best properties at that level.

Palmer

●  Bottles: 12

Wine Searcher Average Price per Bottle: $375


61



●  Producer: Château Palmer

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2028-2067

●  Critic Score: 97

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

o Château Palmer is a wine estate located in the Margaux appellation of the Médoc.

O Château Palmer was ranked as a third growth in the 1855 Bordeaux Classification, although for many decades it has been consistently rated as one of the best wines in the region.

 

Pape Clement

●  Bottles: 60

Wine Searcher Average Price per Bottle: $80

●  Producer: Château Pape Clément

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2029-2066

●  Critic Score: 94

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

o  Château Pape Clément is a grand cru wine estate in the Pessac-Léognan appellation in Graves.

o  Château Pape Clément is one of the oldest estates in Bordeaux, dating back to the 13th Century, and is now just 15 minutes from the center of Bordeaux city, and surrounded by urban development.

Pavillon Rouge

●  Bottles: 3

Wine Searcher Average Price per Bottle: $195

● Producer: Château Margaux

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2027-2060

●  Critic Score: 93

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

o  Pavillon Rouge is the second wine of Château Margaux which is one of Bordeaux's most famous wine estates, located just east of Margaux itself in the Médoc.

o   Along with Lafite, Latour and Haut-Brion, it was rated as a first growth in the original 1855 Bordeaux Classification of the Médoc.

Pichon Baron 

●  Bottles: 12

Wine Searcher Average Price per Bottle: $170

●  Producer: Château Pichon-Longueville Baron

●  Country: France

●  Region:  Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2030-2067

●  Critic Score: 96

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:


62



o   Château Pichon-Longueville Baron, often referred to simply as "Pichon Baron", is a well-regarded wine estate in the Pauillac appellation of Bordeaux's Haut-Médoc wine region, on the so-called "left bank" of the Gironde estuary.

o Château Pichon-Longueville Baron was rated as a second growth in the 1855 Bordeaux Classification and as with other top Pauillac wines, the grand vin is prized for its combination of powerful dark fruits, finesse and elegance, and the ability to age for many decades.

Pichon Lalande 

●  Bottles: 36

Wine Searcher Average Price per Bottle: $230

●  Producer: Château Pichon Longueville Comtesse de Lalande

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2029-2069

●  Critic Score: 97

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

o   Château Pichon Longueville Comtesse de Lalande is a highly regarded wine estate in the Pauillac appellation of the Haut-Médoc region of northern Bordeaux

o   Often shortened in common parlance to "Pichon-Lalande" or "Pichon Comtesse" (partly to differentiate it from neighbor, Château Pichon-Longueville Baron), the estate produces a regularly lauded, Cabernet Sauvignon-dominant grand vin.

Pontet Canet

●  Bottles: 42

Wine Searcher Average Price per Bottle: $115

●  Producer: Château Pontet-Canet

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2030-2060

●  Critic Score:  96

●  Vintage Quality: N/A

●  Other Producer:

o   Château Pontet-Canet is a critically lauded wine estate located in the Pauillac appellation of Bordeaux's northern Médoc region. 

o   Château Pontet-Canet was ranked as a fifth growth in the 1855 Bordeaux Classification although in contemporary critical and popular circles, the estate is considered worthy of a much higher ranking.

Smith Haut Lafitte

●  Bottles: 6

Wine Searcher Average Price per Bottle: $145

●  Producer: Château Smith Haut Lafitte

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2025-2066

●  Critic Score: 96

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

o Château Smith Haut Lafitte is located in Pessac-Léognan on the Left Bank of the Garonne River.

o  During the 1959 Classification of the Graves Château Smith Haut Lafitte was rated as Grand Cru Classé for its red wine. Nowadays the estate is also considered to produce one of the foremost examples of white Bordeaux.


63



As per data provided by Wine Searcher, the cumulative average price of all assets in the series is $123,946.68. The Wine Searcher Average Price per Bottle is the average price per bottle in the market calculated based on available offers.

 

Asset Acquisition by Manager and by Series

 

As of July 13, 2023, the Company entered into a purchase agreement with the Manager for the right to acquire the underlying assets. The Manager has acquired the assets from Freixenet Gratien, CVBG, Joanne, Legrande, Twins, RCA, Ginestet. Upon the successful completion of the offering through the Vint Platform, the Manager will receive payment of $101,623.13 for the underlying Assets. The Company will store the underlying Assets, and upon the successful completion of the offering, the Left Bank 2022 En Primeur Collection will remain in the London City Bond storage facility.

 

Market Assessment

 

VV-LB22 is a collection of wines composed from the region of Bordeaux. Over the past five years ending in December 2022, the wines of Bordeaux as measured by the Liv-ex Bordeaux 500 Index, are up 19%. Today, Bordeaux wines continue to command a prominent position in the global wine market, epitomizing the region's enduring economic significance and the timeless allure of its exceptional vintages. This market assessment includes descriptions of past performance from comparable assets. Past performance is not an indication of future performance.

 

To value the series assets, the Company uses a variety of data sources. Wine-Searcher provides a range of high & low prices within the retail and secondary wine & spirits market. Spirits Market Journal provides fine spirits auction pricing data. The London International Vintner’s Association (Liv-Ex) provides secondary market pricing data for wine & spirits. In addition to our data sources, we work with our advisory board and suppliers to value the collections. We use a valuation methodology encompassing our various data sources, comparable data, and expert opinions to value the underlying assets. 

 

Insurance

 

We work with LLOYDS  to provide insurance for the underlying assets. We insure all assets during storage.

 

Storage

 

The underlying assets will be stored in barrels at each respective chateau until bottling. Once bottled, the goods will be stored at London City Bond, a state of the art wine storage facility operated by London City Bond.

 

Depreciation

 

We treat our wine collections as collectible and therefore we will not depreciate or amortize the Series VV-LB22 Asset going forward. We may depreciate or amortize any hardware or other equipment used in connection with the display or maintenance of the Asset.


64



Sourcing Fee Determination

 

The Sourcing Fee for this offering (as set forth in the table below) was set by the series manager at its own discretion. As described under the “Compensation of Directors and Executive Officers – Sourcing Fee” subsection of this offering circular, the series manager may consider a number of factors in setting the Sourcing Fee for an offering – however, no particular factor (or set of factors) were determinative for the Sourcing Fee set for this offering.

 

VV-LB22 Use of Proceeds

 

Minimum Raise Dollar Amount

Percentage of Gross Cash Proceeds

Cash Portion of Asset Cost(1)

$101,623

84.69%

Broker Dealer Expense(2)

$1,200

1.00%

Acquisition Expenses(3)

 

 

Interests Issued to Manager(4)

$600

0.50%

Storage & Maintenance(5)

$1,440

1.20%

Shipping & Transportation

$0

0.00%

Insurance

$600

0.50%

Sourcing Fee(6)

$14,537

12.11%

Offering Expenses(7)

$0

0.00%

Total Fees & Expenses

$18,377

15.31%

Total Proceeds

$120,000

100.00%

 

(1) As per the purchase agreement, the Company will acquire the assets for the Series VV-LB22 collection for a total cost of $101,623.13.  Upon completion of the offering of the Series VV-LB22, the Series VV-LB22 will purchase the Series VV-LB22 Assets from the asset seller for $101,623.13.

(2) We have engaged Dalmore to perform administrative and compliance related functions in connection with this offering, but not for underwriting or placement agent services. This includes the 1% commission payable to Dalmore for its services in this offering.

(3) The Acquisition Expenses are estimates based upon provided quotes. To the extent that Acquisition Expenses are lower than anticipated, any overage would be added to the Working Capital Reserve held in an operating account for future Operating Expenses related to Series VV-LB22.  Any shortfalls would be taken from the Working Capital Reserves, if any or paid as non-reimbursable payments by the Manager.  The Acquisition Expenses will be paid out of the offering proceeds and have not been paid as of the date of this Offering Statement.

(4) Represents the purchase price for interests of the series to be purchased by the Manager at the closing of the offering, which will be reimbursed to the Manager using the proceeds from this offering.

(5) The Manager anticipates using this storage facility to hold additional assets.  In which case these costs will be allocated to the various series accordingly.

(6) Our series manager will be paid a Sourcing Fee as compensation for sourcing the Series VV-LB22 Asset in an amount equal to between 0% and 35% of the gross offering proceeds.

(7) The Manager has assumed and will not be reimbursed for Offering Expenses in connection with the offering of Series VV-LB22 Interests.


65



The Series VV-RB22 Asset

 

The discussions contained in this offering circular relating to the Series VV-RB22 Assets is based upon information provided third parties that we believe to be reliable and we believe that the information from such sources contained herein regarding the Series VV-RB22 Assets are reasonable, and that the factual information therein is fair and accurate.

 

Summary Overview:

 

The underlying assets for our collection are as follows:

 

Right Bank 2022 En Primeur Collection

Wine

Vintage

Bottles

% Weighting of Collection
(as per acquisition price)

Canon

2022

24

6.65%

Beau-Sejour Becot

2022

12

1.58%

Cheval Blanc

2022

6

6.51%

Cheval Blanc

2022

6

6.51%

Cheval Blanc

2022

6

6.51%

Clos du Clocher

2022

36

3.91%

Clos Fourtet

2022

12

2.60%

Clos Fourtet

2022

12

2.60%

Conseillante

2022

6

3.07%

Figeac

2022

12

6.98%

L'Eglise Clinet

2022

6

3.60%

L'Evangile

2022

12

5.98%

l'If

2022

12

3.46%

La Gaffeliere

2022

48

6.04%

Larcis Ducasse

2022

12

1.91%

Pavie

2022

6

4.15%

Pavie

2022

6

4.15%

Pavie Macquin

2022

12

1.86%

Pavie Macquin

2022

12

1.86%

Quintus

2022

12

2.66%

Troplong Mondot

2022

24

5.65%

Troplong Mondot

2022

12

2.83%

Troplong Mondot

2022

24

5.65%

Valandraud

2022

12

3.27%

 

The Company, per its purchase agreement with the Manager (herein this subsection, the “asset seller”), will purchase the Series VV-RB22 Assets (the “Right Bank 2022 En Primeur Collection”) for $47,224.04 upon the qualification of the offering of the series Interests and closing of the sale of the minimum offering amounts.

 

Background and Overview (Region/Wines)

  Found in the southwest of France, Bordeaux needs little introduction as one of the world's most famous, prestigious and prolific wine regions.

  The majority of Bordeaux wines (nearly 90 percent of production volume) are the dry, medium- and full-bodied red Bordeaux Blends that established its reputation.

  The finest (and most expensive) of these are the wines from the great châteaux of the Haut-Médoc and the Right Bank appellations Saint-Émilion and Pomerol.


66



Notable Points for Underlying Assets (Supporting data provided by Wine Searcher)

 

Canon

  Bottles: 24

Wine Searcher Average Price per Bottle: $160

  Producer: Château Canon

  Country: France

  Region: Bordeaux

  Vintage: 2022

  Wine Style: Red - Savory and Classic

  Drinking Window: 2025-2065

  Critic Score: 97

  Vintage Quality: N/A

  Other Producer Facts/Notes:

o Château Canon is a Premier Grand Cru Classé château in Saint-Émilion, Bordeaux.

o  It owns pockets of vineyards close to Saint-Émilion town, with a large core parcel right on the very edge.

 

Beau-Sejour Becot

  Bottles: 12

Wine Searcher Average Price per Bottle: $81

  Producer: Château Beau-Séjour Bécot

  Country: France

  Region: Bordeaux

  Vintage: 2022

  Wine Style: Red - Savory and Classic

  Drinking Window: 2024-2060

  Critic Score: 95

  Vintage Quality: N/A

  Other Producer Facts/Notes:

o  Château Beau-Séjour Bécot is a Bordeaux producer in Saint-Émilion, with a Premier Grand Cru Classé B status based on the 1955 classification

o  The grand vin is, as one would expect here, a Merlot-dominant blend, as is the second wine, Petit Bécot (formerly Tournelle de Beau-Séjour Bécot).

Cheval Blanc

●  Bottles:12

Wine Searcher Average Price per Bottle: $630

● Producer: Château Cheval Blanc

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2030-2065

●  Critic Score: 98

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

o  Château Cheval Blanc is a highly lauded wine estate in the Saint-Émilion region of northeast Bordeaux

o   It is certainly the most famous Cabernet Franc-based wine in the world, albeit often alongside very similar levels of Merlot.

Clos du Clocher

●  Bottles: 36

Wine Searcher Average Price per Bottle: $69

●  Producer: Jean-Baptiste Audy

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022


67



●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2029-2060

●  Critic Score: 95

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

o   Jean-Baptiste Audy is family-run négociant firm based in Libourne and owner of a number of châteaux estates across Bordeaux's Right Bank

o   Operating from its base on the Quai du Priourat on the very banks of the Dordogne in Libourne town (a historic négociant location – JP Janoueix is a neighbor and JP Moueix is a few doors down), Jean-Baptiste Audy also has exclusive trade and distribution partnerships with numerous châteaux.

Clos Fourtet

●  Bottles: 24

Wine Searcher Average Price per Bottle: $121

●  Producer: Clos Fourtet

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2028-2060

●  Critic Score: 96

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

o   Clos Fourtet is a Premier Grand Cru Classé estate in Saint-Émilion, Bordeaux.

o   The Merlot-dominant wine is prized for its combination of elegance with ripe berry fruit, and has long been a favorite of critics and successful at award shows.

Conseillante

●  Bottles: 6

Wine Searcher Average Price per Bottle: $295

●  Producer: Château La Conseillante

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2030-2069

●  Critic Score:  97

●  Vintage Quality: N/A

●  Other Producer:

o   Château La Conseillante is a highly-regarded and critically well-received wine estate in the Pomerol district of Bordeaux, known for its Merlot-based grand vin. 

o   The vineyard is situated in the east of the appellation on the border with Saint-Émilion and adjoining properties include Château L'Évangile and Vieux Château Certan in Pomerol, and Cheval Blanc in Saint-Émilion to the southeast.

 

Figeac

●  Bottles: 12

Wine Searcher Average Price per Bottle: $329

●  Producer: Château Figeac

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2028-2065

●  Critic Score: 98

●  Vintage Quality: N/A

●  Other Producer:


68



o   Château Figeac is a highly rated and well regarded wine estate in the Saint-Émilion appellation of Bordeaux, on the so-called right bank of the Dordogne river in the northeast of the region

o   Figeac's eponymous flagship wine (or "grand vin" as is often called) is known for its rich nose, silky texture and elegance, and for its aging potential in better vintages.

 

L'Eglise Clinet

●  Bottles: 6

Wine Searcher Average Price per Bottle: $350

●  Producer: Château L'Église-Clinet

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2029-2066

●  Critic Score: 97

●  Vintage Quality: N/A

●  Other Producer:

o   Château L'Église-Clinet is a small, critically acclaimed producer in the Pomerol appellation of Bordeaux.

o   Over recent vintages its average scores from critics have been some of the very highest in the region, and auction prices very much reflect this acclaim.

 

L'Evangile

●  Bottles: 12

Wine Searcher Average Price per Bottle: $278

●  Producer: Château l'Évangile

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2029-2065

●  Critic Score: 95

●  Vintage Quality: N/A

●  Other Producer:

o   Château l'Évangile is a wine estate based in the Pomerol appellation of Bordeaux's so-called "right bank" – the area north of the Dordogne river encompassing Pomerol, Saint-Emilion and their satellite appellations.

o   In keeping with the general makeup of grape varieties in this subzone, Château l'Évangile produces a Merlot-dominant wine, albeit one that is consistently among the most highly rated of the Pomerol appellation.

 

l'If

●  Bottles: 12

Wine Searcher Average Price per Bottle: $170

●  Producer: L'If 

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2027-2060

●  Critic Score:   94

●  Vintage Quality: N/A

●  Other Producer:

o   L'If is a Bordeaux Right Bank wine estate in the Saint-Émilion appellation, known for its red wine blend of Merlot and Cabernet Franc, and for its association with Le Pin.

o   The main part of the l’If vineyard is situated to the east of Saint-Émilion village, not far from Château-Troplong Mondot, with the remainder around one mile away.


69



La Gaffeliere

●  Bottles: 48

Wine Searcher Average Price per Bottle: $75

●  Producer: Château La Gaffelière

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2028-2065

●  Critic Score:  95

●  Vintage Quality: N/A

●  Other Producer:

o   Château La Gaffelière is a Bordeaux wine estate in the appellation of Saint-Émilion, and one of the oldest family-owned vineyards in the region

o    As with many of its neighbors, Château La Gaffelière's wine is Merlot-dominant, with a small proportion of Cabernet Franc.

 

Larcis Ducasse

●  Bottles: 12

Wine Searcher Average Price per Bottle: $53

●  Producer: Château Larcis-Ducasse

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2025-2065

●  Critic Score: 95

●  Vintage Quality: N/A

●  Other Producer:

o   Château Larcis-Ducasse is a Premier Grand Cru Classe B wine producer based in the Bordeaux appellation of Saint-Émilion.

o   The château and surrounding land are located on the Côte Pavie, where the site lies adjacent to the esteemed Château Pavie. Like Pavie, Larcis-Ducasse produces a Merlot-dominant Bordeaux blend.

 

Pavie

●  Bottles: 12

Wine Searcher Average Price per Bottle: $389

●  Producer: Château Pavie

●  Country:France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2030-2063

●  Critic Score:  97

●  Vintage Quality: N/A

●  Other Producer:

o   Château Pavie is a critically acclaimed – if sometimes controversial – wine estate in the Saint-Émilion appellation of northeastern Bordeaux, on the right bank of the Dordogne river.

o   Originally named a Premier Grand Cru Classé (B) in the 1955 classification of Saint-Émilion wines, Chateau Pavie  was promoted to Premier Grand Cru Classé (A) status in the 2012 iteration. It is known for its Merlot-dominant grand vin.


70



Pavie Macquin

●  Bottles: 24

Wine Searcher Average Price per Bottle: $86

●  Producer: Château Pavie Macquin

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2026-2040

●  Critic Score:  94

●  Vintage Quality: N/A

●  Other Producer:

o   Château Pavie Macquin is a producer in the Saint-Émilion appellation with premier grand cru classé B status.

o   Located in Saint-Émilion the right bank of Bordeaux, the Grand Vin of Pavie Macquin is a Merlot-dominant Bordeaux red blend with a small amount of Cabernet Franc and Cabernet Sauvignon. 

 

Quintus

●  Bottles: 12

Wine Searcher Average Price per Bottle: $130

●  Producer: Château Quintus

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2029-2060

●  Critic Score:  93

●  Vintage Quality: N/A

●  Other Producer:

o   Château Quintus is a well-regarded Saint-Emilion estate established by Domaine Clarence Dillon (which runs the Premier Grand Cru Classé Château Haut-Brion and neighbor La Mission Haut-Brion) in 2011.

o   Quintus lies southwest of St-Emilion town, on a prominent spur of the southern escarpment that delimits the region's best winegrowing land, looking out onto the Dordogne river valley.

 

Troplong Mondot

●  Bottles: 60

Wine Searcher Average Price per Bottle: $135

●  Producer: Château Troplong Mondot

●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2025-2065

●  Critic Score:  95

●  Vintage Quality: N/A

●  Other Producer:

o   Château Troplong Mondot is a producer located on the hills of Saint-Émilion, on the right bank of the Gironde in Bordeaux.

o   Typically for the region, Merlot is the dominant grape variety in the Troplong Mondot Grand Vin.

 

Valandraud

●  Bottles: 12

Wine Searcher Average Price per Bottle: $155

●  Producer: Château de Valandraud


71



●  Country: France

●  Region: Bordeaux

●  Vintage: 2022

●  Wine Style: Red - Savory and Classic

●  Drinking Window: 2029-2060

●  Critic Score:  96

●  Vintage Quality: N/A

●  Other Producer:

o   Château de Valandraud is a producer in Saint-Émilion classified as Premier Grand Cru Classé B.

o   The Merlot-dominantValandraud  grand vin is part of a relatively large portfolio which includes a number of red wines made from the classic Bordeaux blend, as well as a couple of white wines made from Sauvignon Blanc and Sémlkmillon.

 

As per data provided by Wine Searcher, the cumulative average price of all assets in the series is $57,222. The Wine Searcher Average Price per Bottle is the average price per bottle in the market calculated based on available offers.

 

Asset Acquisition by Manager and by Series

 

As of July 13, 2023, the Company entered into a purchase agreement with the Manager for the right to acquire the underlying assets. The Manager has acquired the assets from Twins, Joanne, CVBG, Legrande, and Freixenet Gratien. Upon the successful completion of the offering through the Vint Platform, the Manager will receive payment of $47,224.04 for the underlying Assets. The Company will store the underlying Assets, and upon the successful completion of the offering, the Right Bank 2022 En Primeur Collection will remain in the London City Bond storage facility.

 

Market Assessment

 

VV-RB22 is a collection of wines composed from the region of Bordeaux. Over the past five years ending in December 2022, the wines of Bordeaux as measured by the Liv-ex Bordeaux 500 Index, are up 19%. Today, Bordeaux wines continue to command a prominent position in the global wine market, epitomizing the region's enduring economic significance and the timeless allure of its exceptional vintages. This market assessment includes descriptions of past performance from comparable assets. Past performance is not an indication of future performance.

 

To value the series assets, the Company uses a variety of data sources. Wine-Searcher provides a range of high & low prices within the retail and secondary wine & spirits market. Spirits Market Journal provides fine spirits auction pricing data. The London International Vintner’s Association (Liv-Ex) provides secondary market pricing data for wine & spirits. In addition to our data sources, we work with our advisory board and suppliers to value the collections. We use a valuation methodology encompassing our various data sources, comparable data, and expert opinions to value the underlying assets. 

 

Insurance

 

We work with LLOYDS  to provide insurance for the underlying assets. We insure all assets during storage.

 

Storage

 

The underlying assets will be stored in barrels at each respective chateau until bottling. Once bottled, the goods will be stored at London City Bond, a state of the art wine storage facility operated by London City Bond.

 

Depreciation

 

We treat our wine collections as collectible and therefore we will not depreciate or amortize the Series VV-RB22 Asset going forward. We may depreciate or amortize any hardware or other equipment used in connection with the display or maintenance of the Asset.


72



Sourcing Fee Determination

 

The Sourcing Fee for this offering (as set forth in the table below) was set by the series manager at its own discretion. As described under the “Compensation of Directors and Executive Officers – Sourcing Fee” subsection of this offering circular, the series manager may consider a number of factors in setting the Sourcing Fee for an offering – however, no particular factor (or set of factors) were determinative for the Sourcing Fee set for this offering.

 

VV-RB22 Use of Proceeds

 

Minimum Raise Dollar Amount

Percentage of Gross Cash Proceeds

Cash Portion of Asset Cost(1)

$47,224

84.33%

Broker Dealer Expense(2)

$560

1.00%

Acquisition Expenses(3)

 

 

Interests Issued to Manager(4)

$280

0.50%

Storage & Maintenance(5)

$672

1.20%

Shipping & Transportation

$0

0.00%

Insurance

$280

0.50%

Sourcing Fee(6)

$6,984

12.47%

Offering Expenses(7)

$0

0.00%

Total Fees & Expenses

$8,776

15.67%

Total Proceeds

$56,000

100.00%

 

(1) As per the purchase agreement, the Company will acquire the assets for the Series VV-RB22 collection for a total cost of $47,224.04.  Upon completion of the offering of the Series VV-RB22, the Series VV-RB22 will purchase the Series VV-RB22 Assets from the asset seller for $47,224.04.

(2) We have engaged Dalmore to perform administrative and compliance related functions in connection with this offering, but not for underwriting or placement agent services. This includes the 1% commission payable to Dalmore for its services in this offering.

(3) The Acquisition Expenses are estimates based upon provided quotes. To the extent that Acquisition Expenses are lower than anticipated, any overage would be added to the Working Capital Reserve held in an operating account for future Operating Expenses related to Series VV-RB22.  Any shortfalls would be taken from the Working Capital Reserves, if any or paid as non-reimbursable payments by the Manager.  The Acquisition Expenses will be paid out of the offering proceeds and have not been paid as of the date of this Offering Statement.

(4) Represents the purchase price for interests of the series to be purchased by the Manager at the closing of the offering, which will be reimbursed to the Manager using the proceeds from this offering.

(5) The Manager anticipates using this storage facility to hold additional assets.  In which case these costs will be allocated to the various series accordingly.

(6) Our series manager will be paid a Sourcing Fee as compensation for sourcing the Series VV-RB22 Asset in an amount equal to between 0% and 35% of the gross offering proceeds.

(7) The Manager has assumed and will not be reimbursed for Offering Expenses in connection with the offering of Series VV-RB22 Interests.

 

The Series VV-FG22 Asset

 

The discussions contained in this offering circular relating to the Series VV-FG22 Assets is based upon information provided third parties that we believe to be reliable and we believe that the information from such sources contained herein regarding the Series VV-FG22 Assets are reasonable, and that the factual information therein is fair and accurate.


73



Summary Overview:

 

The underlying assets for our collection are as follows:

 

First Growth 2022 En Primeur Collection

Wine

Vintage

Bottles

% Weighting of Collection
(as per acquisition price)

Haut Brion

2022

12

7.16%

Haut Brion

2022

12

7.16%

Haut Brion

2022

24

14.32%

Lafite Rothschild

2022

3

2.01%

Lafite Rothschild

2022

6

4.02%

Lafite Rothschild

2022

12

8.05%

Lafite Rothschild

2022

36

24.15%

Lafite Rothschild

2022

12

8.05%

Margaux

2022

3

1.79%

Margaux

2022

6

3.58%

Margaux

2022

3

1.79%

Mouton Rothschild

2022

6

3.58%

Mouton Rothschild

2022

12

7.16%

Mouton Rothschild

2022

12

7.16%

 

The Company, per its purchase agreement with the Manager (herein this subsection, the “asset seller”), will purchase the Series VV-FG22 Assets (the “First Growth 2022 En Primeur Collection”) for $94,241.40 upon the qualification of the offering of the series Interests and closing of the sale of the minimum offering amounts.

 

Background and Overview (Region/Wines)

● Found in the southwest of France, the region needs little introduction as one of the world's most famous, prestigious and prolific wine regions.

  The majority of Bordeaux wines (nearly 90 percent of production volume) are the dry, medium- and full-bodied red Bordeaux Blends that established its reputation.

  The finest Bordeaux wines (and most expensive) of these are the wines from the great châteaux of the Haut-Médoc and the Right Bank appellations Saint-Émilion and Pomerol.

 

Notable Points for Underlying Assets (Supporting data provided by Wine Searcher)

 

Haut Brion

  Bottles: 48

  Wine Searcher Average Price per Bottle: $662

  Producer: Château Haut-Brion

  Country: France


74



  Region: Bordeaux

  Vintage: 2022

  Wine Style: Red – Savory and Classic

  Drinking Window: 2035-2060

  Critic Score: 97

  Vintage Quality: N/A

  Other Producer Facts/Notes:

o Château Haut-Brion is the oldest of Bordeaux's five first growths, and one of the most famous wines in the world. 

o  Located in Pessac-Léognan, south of the city of Bordeaux, the château is rather far removed from its counterparts, all of which are found in the Médoc.

Lafite Rothschild

  Bottles: 69

  Wine Searcher Average Price per Bottle: $749

  Producer: Château Lafite Rothschild

  Country: France

  Region: Bordeaux

  Vintage: 2022

  Wine Style: Red - Savory and Classic 

  Drinking Window: 2032-2080

  Critic Score: 98

  Vintage Quality: N/A

  Other Producer Facts/Notes:

o  Château Lafite Rothschild is a wine estate in the Pauillac region of the Médoc, producing one of the most sought-after and expensive red wines in the world.

o  Lafite Rothschild is known for its perfume, elegance, finesse and harmony, in contrast to the more powerful Latour and Mouton Rothschild. Nevertheless, great vintages can age for 50 years or more.

Margaux

  Bottles: 12

  Wine Searcher Average Price per Bottle: $689

Producer: Chateau Margaux 

  Country: France

  Region: Bordeaux

  Vintage: 2022

  Wine Style: Red – Savory and Classic

  Drinking Window: 2030 – 2070

  Critic Score: 97

  Vintage Quality: N/A

  Other Producer Facts/Notes:

o  Château Margaux is one of Bordeaux's most famous wine estates, located just east of Margaux itself in the Médoc. 

·Along with Lafite, Latour and Haut-Brion, Château Margaux was rated as a first growth in the original 1855 Bordeaux Classification of the Médoc.  

Mouton Rothschild

  Bottles: 30

  Wine Searcher Average Price per Bottle: $675

  Producer: Chateau Mouton Rothschild

  Country: France

  Region:  Bordeaux

  Vintage: 2022

  Wine Style: Red – Savory and Classic

  Drinking Window: 2026-2080

  Critic Score: 98

  Vintage Quality: N/A

  Other Producer Facts/Notes:


75



o   Château Mouton Rothschild is located in the commune of Pauillac, in the Medoc, 30 miles (50km) northwest of the city of Bordeaux. 

o   The Mouton Rothschild grand vin is among the most highly rated and priced wines in the world, and is generally regarded as the most exuberant and powerful of all Bordeaux. 

 

As per data provided by Wine Searcher, the cumulative average price of all assets in the series is $111,975.00. The Wine Searcher Average Price per Bottle is the average price per bottle in the market calculated based on available offers.

 

Asset Acquisition by Manager and by Series

 

As of July 13, 2023, the Company entered into a purchase agreement with the Manager for the right to acquire the underlying assets. The Manager has acquired the assets from CVBG, Joanne, Twins, Ginestet, Legrand. Upon the successful completion of the offering through the Vint Platform, the Manager will receive payment of $94,241.40 for the underlying Assets. The Company will store the underlying Assets, and upon the successful completion of the offering, the First Growth 2022 En Primeur Collection will remain in the London City Bond storage facility.

 

Market Assessment

 

VV-FG22 is a collection of wines composed from the region of Bordeaux. Over the past five years ending in December 2022, the wines of Bordeaux as measured by the Liv-ex Bordeaux 500 Index, are up 19%. Today, Bordeaux wines continue to command a prominent position in the global wine market, epitomizing the region's enduring economic significance and the timeless allure of its exceptional vintages. This market assessment includes descriptions of past performance from comparable assets. Past performance is not an indication of future performance.

 

To value the series assets, the Company uses a variety of data sources. Wine-Searcher provides a range of high & low prices within the retail and secondary wine & spirits market. Spirits Market Journal provides fine spirits auction pricing data. The London International Vintner’s Association (Liv-Ex) provides secondary market pricing data for wine & spirits. In addition to our data sources, we work with our advisory board and suppliers to value the collections. We use a valuation methodology encompassing our various data sources, comparable data, and expert opinions to value the underlying assets. 

 

Insurance 

 

We work with LLOYDS to provide insurance for the underlying assets. We insure all assets during storage.

 

Storage

 

The underlying assets will be stored in barrel at each respective chateau until bottling. Once bottled, the goods will be stored at London City Bond, a state of the art wine storage facility operated by London City Bond.

 

Depreciation

 

We treat our wine collections as collectible and therefore we will not depreciate or amortize the Series VV-FG22 Asset going forward. We may depreciate or amortize any hardware or other equipment used in connection with the display or maintenance of the Asset.


76



Sourcing Fee Determination

 

The Sourcing Fee for this offering (as set forth in the table below) was set by the series manager at its own discretion. As described under the “Compensation of Directors and Executive Officers – Sourcing Fee” subsection of this offering circular, the series manager may consider a number of factors in setting the Sourcing Fee for an offering – however, no particular factor (or set of factors) were determinative for the Sourcing Fee set for this offering.

 

VV-FG22 Use of Proceeds

 

Minimum Raise Dollar Amount

Percentage of Gross Cash Proceeds

Cash Portion of Asset Cost(1)

$94,241 

84.90%

Broker Dealer Expense(2)

$1,110 

1.00%

Acquisition Expenses(3)

 

 

Interests Issued to Manager(4)

$555 

0.50%

Storage & Maintenance(5)

$1,332 

1.20%

Shipping & Transportation

$0 

0.00%

Insurance

$555 

0.50%

Sourcing Fee(6)

$13,207 

11.90%

Offering Expenses(7)

$0 

0.00%

Total Fees & Expenses

$16,759 

15.10%

Total Proceeds

$111,000 

100.00%

 

(1) As per the purchase agreement, the Company will acquire the assets for the Series VV-FG22 collection for a total cost of $94,241.40.  Upon completion of the offering of the Series VV-FG22, the Series VV-FG22 will purchase the Series VV-FG22 Assets from the asset seller for $94,241.40.

(2) We have engaged Dalmore to perform administrative and compliance related functions in connection with this offering, but not for underwriting or placement agent services. This includes the 1% commission payable to Dalmore for its services in this offering.

(3) The Acquisition Expenses are estimates based upon provided quotes. To the extent that Acquisition Expenses are lower than anticipated, any overage would be added to the Working Capital Reserve held in an operating account for future Operating Expenses related to Series VV-FG22.  Any shortfalls would be taken from the Working Capital Reserves, if any or paid as non-reimbursable payments by the Manager.  The Acquisition Expenses will be paid out of the offering proceeds and have not been paid as of the date of this Offering Statement.

(4) Represents the purchase price for interests of the series to be purchased by the Manager at the closing of the offering, which will be reimbursed to the Manager using the proceeds from this offering.

(5) The Manager anticipates using this storage facility to hold additional assets.  In which case these costs will be allocated to the various series accordingly.

(6) Our series manager will be paid a Sourcing Fee as compensation for sourcing the Series VV-FG22 Asset in an amount equal to between 0% and 35% of the gross offering proceeds.

(7) The Manager has assumed and will not be reimbursed for Offering Expenses in connection with the offering of Series VV-FG22 Interests.

 

The Series VV-KKCSK Asset

 

The discussions contained in this offering circular relating to the Series VV-KKCSK Assets is based upon information provided third parties that we believe to be reliable and we believe that the information from such sources contained herein regarding the Series VV-KKCSK Assets are reasonable, and that the factual information therein is fair and accurate.

 


77



Summary Overview:

 

The underlying assets for our collection are as follows:

 

Kiyokawa Cask Collection

Wine

Vintage

Casks

% Weighting of Collection (as per acquisition price)

Kiyokawa 1st Fill Oloroso Cask

2022

2

50.00%

Kiyokawa 1st Fill Marsala Cask

2022

2

50.00%

 

The Company, per its purchase agreement with the Manager (herein this subsection, the “asset seller”), will purchase the Series VV-KKCSK Assets (the “Kiyokawa Cask Collection”) for $100,000 upon the qualification of the offering of the series Interests and closing of the sale of the minimum offering amounts.

 

Background and Overview (Region/Wines)

●  Despite its relative youth, the Japanese whisky industry has since firmly established itself on the global stage. The Yamazaki distillery near Osaka began making whisky in 1923, and is now one of around ten distilleries, though the figure was higher before the economic slumps of recent decades.

●  Exports only began in earnest after 2000, boosted by major gold medal wins and glowing reviews from prominent whisky writers. A high point came in 2015 then the 2013 Yamazaki Sherry Cask Single Malt was named by Jim Murray as World Whisky of the Year in the 2015 edition of his Whisky Bible. 

●  A range of blended, single malt and single grain whiskies are produced. Production methods are based on Scotch whisky though the flavor profiles of the finished product can vary considerably.

 

Notable Points for Underlying Assets (Supporting data provided by Wine Searcher)

 

1st Fill Oloroso

●  Casks: 2

●  Average Acquisition Price per Bottle: $25,000

●  Producer: Kiyokawa 

●  Country: Japan

●  Region: Japan

●  Vintage: 2022

●  Whisky Style: Single Malt

●  Drinking Window: N/A

●  Critic Score: N/A

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

o Situated high in the mountains of Iiyama in the Nagano Prefecture, close to Iiyama City, this idyllic, independent distillery has only been producing whisky since 2019, and is yet to release a single malt expression.

o  Like the Togari Onsen Distillery, Iiyama Farm Distillery is owned by Kiyokawa. They have already made great strides in the years since the distillery was built, looking to embody the concept of “Farm to Bottle”, something that has not been done in Japan until now. 

 

1st Fill Marsala

●  Casks: 2 

● Average Acquisition Price per Bottle: $25,000

●  Producer: Kiyokawa 

●  Country: Japan

●  Region: Japan

●  Vintage: 2022

●  Whisky Style: Single Malt

●  Drinking Window: N/A

●  Critic Score: N/A

●  Vintage Quality: N/A


78



In the absence of price data from Wine Searcher, the cumulative average acquisition price of all assets in the series is $100,000. The Wine Searcher Average Price per Bottle is the average price per bottle in the market calculated based on available offers.

 

Asset Acquisition by Manager and by Series

 

As of August 23, 2023, the Company entered into a purchase agreement with the Manager for the right to acquire the underlying assets. The Manager has acquired the assets from Kiyokawa Distillery. Upon the successful completion of the offering through the Vint Platform, the Manager will receive payment of $100,000 for the underlying Assets. The Company will store the underlying Assets, and upon the successful completion of the offering, the Kiyokawa Cask Collection will remain in the Kiyokawa Distillery storage facility.

 

Market Assessment

 

VV-KKCSK is composed of collectible whiskies from Japan. Japanese whisky has gained significant international acclaim in recent years, winning numerous awards and surpassing its Scottish counterparts in certain categories. This rising global recognition has sparked a surge in demand, leading to increased market value and potential returns for investors. Secondly, limited production and scarcity of aged Japanese whisky contribute to its desirability among collectors. The Japanese whisky market as measured by the Rare Whisky 101 Japanese 100 index increased by 192.76% in the five years ending May 2023.

 

To value the series assets, the Company uses a variety of data sources. Wine-Searcher provides a range of high & low prices within the retail and secondary wine & spirits market. Spirits Market Journal provides fine spirits auction pricing data. The London International Vintner’s Association (Liv-Ex) provides secondary market pricing data for wine & spirits. In addition to our data sources, we work with our advisory board and suppliers to value the collections. We use a valuation methodology encompassing our various data sources, comparable data, and expert opinions to value the underlying assets. 

 

Insurance

 

The Kiyokawa Distillery will provide insurance for the underlying assets. We insure all assets during storage.

 

Storage

 

The underlying assets  are stored in the Kiyokawa Distillery storage facility.

 

Depreciation

 

We treat our wine collections as collectible and therefore we will not depreciate or amortize the Series VV-KKCSK Asset going forward. We may depreciate or amortize any hardware or other equipment used in connection with the display or maintenance of the Asset.

 

Sourcing Fee Determination

 

The Sourcing Fee for this offering (as set forth in the table below) was set by the series manager at its own discretion. As described under the “Compensation of Directors and Executive Officers – Sourcing Fee” subsection of this offering circular, the series manager may consider a number of factors in setting the Sourcing Fee for an offering – however, no particular factor (or set of factors) were determinative for the Sourcing Fee set for this offering.


79



VV-KKCSK Use of Proceeds

 

Minimum Raise Dollar Amount

Percentage of Gross Cash Proceeds

Cash Portion of Asset Cost(1)

$100,000

80.00%

Broker Dealer Expense(2)

$1,250

1.00%

Acquisition Expenses(3)

 

 

Interests Issued to Manager(4)

$625

0.50%

Storage & Maintenance(5)

$0

0.00%

Shipping & Transportation

$0

0.00%

Insurance

$0

0.00%

Sourcing Fee(6)

$23,125

18.50%

Offering Expenses(7)

$0

0.00%

Total Fees & Expenses

$25,000

20.00%

Total Proceeds

$125,000

100.00%

 

(1) As per the purchase agreement, the Company will acquire the assets for the Series VV-KKCSK collection for a total cost of $100,000.  Upon completion of the offering of the Series VV-KKCSK, the Series VV-KKCSK will purchase the Series VV-KKCSK Assets from the asset seller for $100,000.

 

(2) We have engaged Dalmore to perform administrative and compliance related functions in connection with this offering, but not for underwriting or placement agent services. This includes the 1% commission payable to Dalmore for its services in this offering.

 

(3) The Acquisition Expenses are estimates based upon provided quotes. To the extent that Acquisition Expenses are lower than anticipated, any overage would be added to the Working Capital Reserve held in an operating account for future Operating Expenses related to Series VV-KKCSK.  Any shortfalls would be taken from the Working Capital Reserves, if any or paid as non-reimbursable payments by the Manager.  The Acquisition Expenses will be paid out of the offering proceeds and have not been paid as of the date of this Offering Statement.

 

(4) Represents the purchase price for interests of the series to be purchased by the Manager at the closing of the offering, which will be reimbursed to the Manager using the proceeds from this offering.

 

(5) The Manager anticipates using this storage facility to hold additional assets.  In which case these costs will be allocated to the various series accordingly.

 

(6) Our series manager will be paid a Sourcing Fee as compensation for sourcing the Series VV-KKCSK Asset in an amount equal to between 0% and 35% of the gross offering proceeds.

 

(7) The Manager has assumed and will not be reimbursed for Offering Expenses in connection with the offering of Series VV-KKCSK Interests.


80



The Series VV-DOM13 Asset

 

The discussions contained in this offering circular relating to the Series VV-DOM13 Assets is based upon information provided third parties that we believe to be reliable and we believe that the information from such sources contained herein regarding the Series VV-DOM13 Assets are reasonable, and that the factual information therein is fair and accurate.

 

Summary Overview:

 

The underlying assets for our collection are as follows:

 

2013 Dom Perignon Collection

Wine

Vintage

Bottles

% Weighting of Collection (as per acquisition price)

2013 Dom Perignon

2013

300

100%

 

The Company, per its purchase agreement with the Manager (herein this subsection, the “asset seller”), will purchase the Series VV-DOM13 Assets (the “2013 Dom Perignon Collection”) for $50,900 upon the qualification of the offering of the series Interests and closing of the sale of the minimum offering amounts.

 

Background and Overview (Region/Wines)

·Champagne is the name of the world's most famous sparkling wine, the appellation under which it is sold, and the French wine region it comes from. Pinot Noir, Pinot Meunier and Chardonnay are its principal grape varieties. 

·Many of the world's best-known wine brands are Champagnes. Currently the most searched-for example on the Wine Searchers database is Dom Pérignon Brut. 

·The term, Champagne, was widely used to refer to sparkling wines from all over the world. This has been a point of much controversy and legal wrangling in recent decades – Champagne is a legally controlled and restricted name. 

 

Notable Points for Underlying Assets (Supporting data provided by Wine Searcher)

 

Dom Perignon

  Bottles: 300

  Wine Searcher Average Price per Bottle: $288

  Producer: Dom Pérignon

  Country: France

  Region: Champagne Brut

  Vintage: 2013

  Wine Style: Sparkling Wine - Complex and Traditional

  Drinking Window: 2022-2043

  Critic Score: 94

  Vintage Quality: Good

  Other Producer Facts/Notes:

o Champagne Brut is dry, sparkling wine from the Champagne region of northern France.  Champagne of any color can be brut, both the standard white and Rosé.

o  Champagne is made from the classic Blend (typically Chardonnay, Pinot Noir and Pinot Meunier) but in theory can also include the four lesser-known Champagne varieties: Pinot Blanc, Pinot Gris, Petit Meslier and Arbane.

 

As per data provided by Wine Searcher, the cumulative average price of all assets in the series is $86,400. The Wine Searcher Average Price per Bottle is the average price per bottle in the market calculated based on available offers.

 


81



Asset Acquisition by Manager and by Series

 

As of August 23, 2023, the Company entered into a purchase agreement with the Manager for the right to acquire the underlying assets. The Manager has acquired the assets from BI. Upon the successful completion of the offering through the Vint Platform, the Manager will receive payment of $50,900 for the underlying Assets. The Company will store the underlying Assets, and upon the successful completion of the offering, the 2013 Dom Perignon Collection will remain in the The Wine Trust storage facility.

 

Market Assessment

 

VV-DOM13 is a collection of wines composed from the region of Champagne. Champagne's limited production, regulated by stringent appellation laws, contributes to its exclusivity and investment appeal. Over the past five years ending in December 2022, Champagne has been among the top-performing wine regions in the world, up 97% as measured by the Liv-ex Champagne 50 Index. This market assessment includes descriptions of past performance from comparable assets. Past performance is not an indication of future performance.

 

To value the series assets, the Company uses a variety of data sources. Wine-Searcher provides a range of high & low prices within the retail and secondary wine & spirits market. Spirits Market Journal provides fine spirits auction pricing data. The London International Vintner’s Association (Liv-Ex) provides secondary market pricing data for wine & spirits. In addition to our data sources, we work with our advisory board and suppliers to value the collections. We use a valuation methodology encompassing our various data sources, comparable data, and expert opinions to value the underlying assets. 

 

Insurance

 

We work with LLOYDS  to provide insurance for the underlying assets. We insure all assets during storage.

 

Storage

 

The underlying assets  are stored in The Wine Trust, a state of the art wine storage facility operated by The Wine Trust.

 

Depreciation

 

We treat our wine collections as collectible and therefore we will not depreciate or amortize the Series VV-DOM13 Asset going forward. We may depreciate or amortize any hardware or other equipment used in connection with the display or maintenance of the Asset.


82



Sourcing Fee Determination

 

The Sourcing Fee for this offering (as set forth in the table below) was set by the series manager at its own discretion. As described under the “Compensation of Directors and Executive Officers – Sourcing Fee” subsection of this offering circular, the series manager may consider a number of factors in setting the Sourcing Fee for an offering – however, no particular factor (or set of factors) were determinative for the Sourcing Fee set for this offering.

 

VV-DOM13 Use of Proceeds

 

Minimum Raise Dollar Amount

Percentage of Gross Cash Proceeds

Cash Portion of Asset Cost(1)

$50,900

82.10%

Broker Dealer Expense(2)

$620

1.00%

Acquisition Expenses(3)

 

 

Interests Issued to Manager(4)

$310

0.50%

Storage & Maintenance(5)

$744

1.20%

Shipping & Transportation

$0

0.00%

Insurance

$310

0.50%

Sourcing Fee(6)

$9,116

14.70%

Offering Expenses(7)

$0

0.00%

Total Fees & Expenses

$11,100

17.90%

Total Proceeds

$62,000

100.00%

 

(1) As per the purchase agreement, the Company will acquire the assets for the Series VV-DOM13 collection for a total cost of $50,900.  Upon completion of the offering of the Series VV-DOM13, the Series VV-DOM13 will purchase the Series VV-DOM13 Assets from the asset seller for $50,900.

 

(2) We have engaged Dalmore to perform administrative and compliance related functions in connection with this offering, but not for underwriting or placement agent services. This includes the 1% commission payable to Dalmore for its services in this offering.

 

(3) The Acquisition Expenses are estimates based upon provided quotes. To the extent that Acquisition Expenses are lower than anticipated, any overage would be added to the Working Capital Reserve held in an operating account for future Operating Expenses related to Series VV-DOM13.  Any shortfalls would be taken from the Working Capital Reserves, if any or paid as non-reimbursable payments by the Manager.  The Acquisition Expenses will be paid out of the offering proceeds and have not been paid as of the date of this Offering Statement.

 

(4) Represents the purchase price for interests of the series to be purchased by the Manager at the closing of the offering, which will be reimbursed to the Manager using the proceeds from this offering.

 

(5) The Manager anticipates using this storage facility to hold additional assets.  In which case these costs will be allocated to the various series accordingly.

 

(6) Our series manager will be paid a Sourcing Fee as compensation for sourcing the Series VV-DOM13 Asset in an amount equal to between 0% and 35% of the gross offering proceeds.

 

(7) The Manager has assumed and will not be reimbursed for Offering Expenses in connection with the offering of Series VV-DOM13H Interests.


83



The Series VV-PG18 Asset

 

The discussions contained in this offering circular relating to the Series VV-PG18 Assets is based upon information provided third parties that we believe to be reliable and we believe that the information from such sources contained herein regarding the Series VV-PG18 Assets are reasonable, and that the factual information therein is fair and accurate.

 

Summary Overview:

 

The underlying assets for our collection are as follows:

 

2018 Penfolds Grange

Wine

Vintage

Bottles

% Weighting of Collection (as per acquisition price)

2018 Penfolds Grange

2018

96

100.00%

 

The Company, per its purchase agreement with the Manager (herein this subsection, the “asset seller”), will purchase the Series VV-PG18 Assets (the “2018 Penfolds Grange”) for $43,348.64 upon the qualification of the offering of the series Interests and closing of the sale of the minimum offering amounts.

 

Background and Overview (Region/Wines)

·In 2020, Australia produced 10.6 million hectolitres of wine, with approximately a 60:40 split between red and white grape varieties.  

·The most searched-for Australian wine on the Wine Searcher database is Penfolds Grange Bin 95, a Shiraz, often with a small dash of Cabernet Sauvignon. 

·Australia’s vast size and huge range of climatic and geographical conditions makes it one of the most versatile wine-growing countries in the world. 

 

Notable Points for Underlying Assets (Supporting data provided by Wine Searcher)

 

Wine Name:

  Bottles: 96

  Wine Searcher Average Price per Bottle: $792

  Producer: Penfolds

  Country: Australia

  Region: Australia

  Vintage: 2018

  Wine Style: Red wine - Rich and Intense

  Drinking Window: 2023-2082

  Critic Score: 98

  Vintage Quality: Good

  Other Producer Facts/Notes:

·Penfolds is Australia's most famous wine producer, best known for its flagship wine Grange, one of the most acclaimed wines in the world.  

·The historic estate has pioneered the wine industry of Australia since its inception in the mid-19th Century.  

 

As per data provided by Wine Searcher, the cumulative average price of all assets in the series is $76,032. The Wine Searcher Average Price per Bottle is the average price per bottle in the market calculated based on available offers.

 


84



Asset Acquisition by Manager and by Series

 

As of August 23,2023, the Company entered into a purchase agreement with the Manager for the right to acquire the underlying assets. The Manager has acquired the assets from Liv-Ex. Upon the successful completion of the offering through the Vint Platform, the Manager will receive payment of $43,348.64 for the underlying Assets. The Company will store the underlying Assets, and upon the successful completion of the offering, the 2018 Penfolds Grange will remain in the The Wine Trust storage facility.

 

Market Assessment

 

VV-PG18 is a collection composed of collectible wines produced in Australia. The wines of Australia have garnered increasing interest from wine collectors and consumers globally, thanks to their strong relative value proposition as compared to other leading fine wine regions. Australia continues to emerge as a sought-after new-world region in the fine wine market. The country's top wines often exhibit exceptional quality and age-worthy characteristics, making them highly sought after. Over the past five years ending in May 2023, top Australian wines have increased in value by 17.9% as measured by the Liv-ex Rest of World 60 Index. Past performance is not an indication of future performance.

 

To value the series assets, the Company uses a variety of data sources. Wine-Searcher provides a range of high & low prices within the retail and secondary wine & spirits market. Spirits Market Journal provides fine spirits auction pricing data. The London International Vintners Association (Liv-Ex) provides secondary market pricing data for wine & spirits. In addition to our data sources, we work with our advisory board and suppliers to value the collections. We use a valuation methodology encompassing our various data sources, comparable data, and expert opinions to value the underlying assets. 

 

Insurance

 

We work with LLOYDS  to provide insurance for the underlying assets. We insure all assets during storage.

 

Storage

 

The underlying assets  are stored in The Wine Trust, a state of the art wine storage facility operated by The Wine Trust.

 

Depreciation

 

We treat our wine collections as collectible and therefore we will not depreciate or amortize the Series VV-PG18 Asset going forward. We may depreciate or amortize any hardware or other equipment used in connection with the display or maintenance of the Asset.

 

Sourcing Fee Determination

 

The Sourcing Fee for this offering (as set forth in the table below) was set by the series manager at its own discretion. As described under the “Compensation of Directors and Executive Officers – Sourcing Fee” subsection of this offering circular, the series manager may consider a number of factors in setting the Sourcing Fee for an offering – however, no particular factor (or set of factors) were determinative for the Sourcing Fee set for this offering.


85



VV-PG18 Use of Proceeds

 

Minimum Raise Dollar Amount

Percentage of Gross Cash Proceeds

Cash Portion of Asset Cost(1)

$43,349

83.36%

Broker Dealer Expense(2)

$520

1.00%

Acquisition Expenses(3)

 

 

Interests Issued to Manager(4)

$260

0.50%

Storage & Maintenance(5)

$624

1.20%

Shipping & Transportation

$0

0.00%

Insurance

$260

0.50%

Sourcing Fee(6)

$6,987

13.44%

Offering Expenses(7)

$0

0.00%

Total Fees & Expenses

$8,651

16.64%

Total Proceeds

$52,000

100.00%

 

(1) As per the purchase agreement, the Company will acquire the assets for the Series VV-PG18 collection for a total cost of $43,348.64. Upon completion of the offering of the Series VV-PG18, the Series VV-PG18 will purchase the Series VV-PG18 Assets from the asset seller for $43,348.64.

 

(2) We have engaged Dalmore to perform administrative and compliance related functions in connection with this offering, but not for underwriting or placement agent services. This includes the 1% commission payable to Dalmore for its services in this offering.

 

(3) The Acquisition Expenses are estimates based upon provided quotes. To the extent that Acquisition Expenses are lower than anticipated, any overage would be added to the Working Capital Reserve held in an operating account for future Operating Expenses related to Series VV-PG18.  Any shortfalls would be taken from the Working Capital Reserves, if any or paid as non-reimbursable payments by the Manager.  The Acquisition Expenses will be paid out of the offering proceeds and have not been paid as of the date of this Offering Statement.

 

(4) Represents the purchase price for interests of the series to be purchased by the Manager at the closing of the offering, which will be reimbursed to the Manager using the proceeds from this offering.

 

(5) The Manager anticipates using this storage facility to hold additional assets.  In which case these costs will be allocated to the various series accordingly.

 

(6) Our series manager will be paid a Sourcing Fee as compensation for sourcing the Series VV-PG18 Asset in an amount equal to between 0% and 35% of the gross offering proceeds.

(7) The Manager has assumed and will not be reimbursed for Offering Expenses in connection with the offering of Series VV-PG18 Interests.

 

The Series VV-CDP1 Asset

 

The discussions contained in this offering circular relating to the Series VV-CDP1 Assets is based upon information provided third parties that we believe to be reliable and we believe that the information from such sources contained herein regarding the Series VV-CDP1 Assets are reasonable, and that the factual information therein is fair and accurate.


86



Summary Overview:

 

The underlying assets for our collection are as follows:

 

Chateauneuf du Pape Champions Collection

Wine

Vintage

Bottles

% Weighting of Collection (as per acquisition price)

2019 Domaine de la Janasse XXL Chateauneuf du Pape

2019

24

9.79%

2019 Domaine de la Janasse XXL Chateauneuf du Pape

2019

24

9.86%

2016 Domaine de la Janasse XXL Chateauneuf du Pape

2016

6

4.04%

2019 Clos du Caillou CdP Reserve

2019

6

1.38%

2019 Clos St Jean Deus Ex Machina

2019

1

1.58%

2016 Beaucastel Rouge

2016

12

1.64%

2015 Beaucastel Rouge

2015

12

1.62%

2016 Usseglio Reserve Deux Freres

2016

6

1.45%

2015 Clos des Papes

2015

12

1.87%

2015 Clos des Papes

2015

3

0.97%

2016 Clos des Papes

2016

12

0.40%

2020 Janasse CdP VV

2020

120

13.50%

2019 Janasse CdP VV

2019

12

1.67%

2012 Chateau de Beaucastel Hommage a Jacques Perrin, Chateauneuf-du-Pape 3x75cl

2012

12

6.68%

2007 Beaucastel HJP 6x750ml

2007

6

4.90%

2018 Beaucastel HJP

2018

3

1.59%

2019 Beaucastel HJP

2019

9

4.85%

2012 Rayas CdP Reserve

2012

12

28.32%

2021 Chateau La Nerthe Chateauneuf Du Pape Clos De Beauvenir Blanc

2021

18

3.89%

 

The Company, per its purchase agreement with the Manager (herein this subsection, the “asset seller”), will purchase the Series VV-CDP1 Assets (the “Chateauneuf du Pape Champions Collection”) for $47,534.52 upon the qualification of the offering of the series Interests and closing of the sale of the minimum offering amounts.

 

Background and Overview (Region/Wines)

● The Rhône Valley is associated with both the purity of Syrah in the cooler northern appellations of Côte Rôtie and Hermitage.

●  In warmer, more southerly, latitudes Syrah is a blending component (often with Grenache and Mourvèdre) in Châteauneuf-du-Pape and the Côtes du Rhône.

●  The Rhône Valley is a key wine-producing region in the southeast of France. It follows the north–south course of the Rhône river for almost 240km (150 miles) from Lyon to the Rhône Delta (the "Bouches-du-Rhône") on the Mediterranean coast.

 

Notable Points for Underlying Assets (Supporting data provided by Wine Searcher)

 

2019 Domaine de la Janasse XXL Chateauneuf du Pape

●  Bottles: 48

●  Wine Searcher Average Price per Bottle: $351

●  Producer: Domaine de la Janasse

●  Country: France

●  Region: Rhone

●  Vintage: 2019

●  Wine Style: Red wine - Rich and Intense

●  Drinking Window: N/A

●  Critic Score: N/A


87



●  Vintage Quality: Good (Excellent)

●  Other Producer Facts/Notes:

o  Domaine de la Janasse is a Châteauneuf-du-Pape producer owned and operated by the Sabon family.  It was founded in 1967 by Aimé Sabon when he took over the vineyards of his father, who had been selling fruit to a wine cooperative.

o Domaine de la Janasse began with 15 hectares (37 acres) of estate vineyards and now has more than 90 hectares (220 acres), with 15 hectares (37 acres) in Châteauneuf-du-Pape.

 

2016 Domaine de la Janasse XXL Chateauneuf du Pape

●  Bottles: 6

● Wine Searcher Average Price per Bottle: $467

●  Producer: Domaine de la Janasse

●  Country: France

●  Region: Rhone

●  Vintage: 2016

●  Wine Style: Red wine - Rich and Intense

●  Drinking Window: 2020-2040

●  Critic Score: 97

●  Vintage Quality: Excellent

 

2019 Clos du Caillou CdP Reserve

●  Bottles: 6

● Wine Searcher Average Price per Bottle: $179

● Producer: Le Clos du Caillou

●  Country: France

●  Region: Rhone

●  Vintage: 2019

●  Wine Style: Red wine - Rich and Intense

●  Drinking Window: 2021-2035

●  Critic Score: 96

●  Vintage Quality: Good (Excellent)

●  Other Producer Facts/Notes:

o  Le Clos du Caillou is a wine producer located in the Rhône Valley on the border of Châteauneuf-du-Pape.

o   The estate was first founded in 1895 as a hunting reserve and was left forested until 1955 when the Pouizin family realized the land's vineyard potential.

 

2019 Clos St Jean Deus Ex Machina 

●  Bottles: 1

● Wine Searcher Average Price per Bottle: $150

●  Producer: Clos Saint-Jean

●  Country: France

●  Region:  Rhone

●  Vintage: 2019

●  Wine Style: Red wine - Rich and Intense

●  Drinking Window: 2022-2035

●  Critic Score: 96

●  Vintage Quality: Good (Excellent)

●  Other Producer Facts/Notes:

o   Clos Saint-Jean is a prestigious Châteauneuf-du-Pape producer based in the famous lieu-dit La Crau.

o   The winery gained critical recognition in the early 2000s and is now in the top echelon of quality southern Rhône producers.

 

2016 Beaucastel Rouge

●  Bottles: 12


88



● Wine Searcher Average Price per Bottle: $127

●  Producer: Château de Beaucastel

●  Country: France

●  Region: Rhone

●  Vintage: 2016

●  Wine Style: Red wine - Rich and Intense

●  Drinking Window: 2018-2040

●  Critic Score: 95

●  Vintage Quality: Excellent

●  Other Producer Facts/Notes:

o   Château de Beaucastel is a wine producer based in Courthézon, in the northern Châteauneuf-du-Pape region of the southern Rhône.

o   It makes some of the most famous wines in the whole of the Rhône Valley, from a classic southern Rhône blend that includes Grenache, Mourvèdre and Syrah, as well as the lesser-known Counoise and Cinsaut varieties.

 

2015 Beaucastel Rouge

●  Bottles: 12

● Wine Searcher Average Price per Bottle: $122

●  Producer: Château de Beaucastel

●  Country: France

●  Region: Rhone

●  Vintage: 2015

●  Wine Style: Red wine - Rich and Intense

●  Drinking Window: 2018-2044

●  Critic Score:  94

●  Vintage Quality: Legendary

 

2016 Usseglio Reserve Deux Freres

●  Bottles: 6

● Wine Searcher Average Price per Bottle: $192

●  Producer: Domaine Pierre Usseglio & Fils

●  Country: France

●  Region: Rhone

●  Vintage: 2016

●  Wine Style: Red wine - Rich and Intense

●  Drinking Window: 2018-2035

●  Critic Score:  94

●  Vintage Quality: Excellent

●  Other Producer:

o   Domaine Pierre Usseglio & Fils is a leading wine estate in the Châteauneuf-du-Pape region. It is known for its robust, full-bodied and richly textured wines made predominantly from Grenache.

o   The company dates back to 1948 when Italian immigrant Francis Usseglio bought 8 hectares (20 acres) in Châteauneuf-du-Pape, with the first wine under his own label appearing a year later. His son Pierre later greatly extended the holdings, and today the domaine is managed by Pierre's sons Jean-Pierre and Thierry.

 

2015 Clos des Papes 

●  Bottles: 15

● Wine Searcher Average Price per Bottle: $132

●  Producer: Paul Avril Clos des Papes

●  Country: France

●  Region: Rhone

●  Vintage: 2015

●  Wine Style: Red wine - Rich and Intense

●  Drinking Window: 2017-2035

●  Critic Score:  95


89



●  Vintage Quality: Legendary

●  Other Producer:

o   Paul Avril Clos des Papes is a highly regarded wine producer in the southern Rhône appellation of Châteauneuf-du-Pape. Established by Paul Avril in the early 20th Century, the estate makes one of the most sought-after wines in the region: Clos des Papes.

o   The estate is made up of 24 small plots throughout the appellation totalling 32 hectares (79 acres). All of the 13 permitted grape varieties in the Châteauneuf-du-Pape appellation are grown in these vineyards, although Grenache, Mourvèdre and Syrah are the most important in terms of production.

 

2016 Clos des Papes

●  Bottles: 12

● Wine Searcher Average Price per Bottle: $142

●  Producer: Paul Avril Clos des Papes

●  Country: France

●  Region: Rhone

●  Vintage: 2016

●  Wine Style: Red wine - Rich and Intense

●  Drinking Window: 2020-2040

●  Critic Score:  96

●  Vintage Quality: Excellent

 

2020 Janasse CdP VV

●  Bottles: 120

● Wine Searcher Average Price per Bottle: $108

●  Producer: Domaine de la Janasse

●  Country: France

●  Region: Rhone

●  Vintage: 2020

●  Wine Style: Red wine - Rich and Intense

●  Drinking Window: 2024-2033

●  Critic Score:  95

●  Vintage Quality: Excellent

 

2019 Janasse CdP VV

●  Bottles: 12

● Wine Searcher Average Price per Bottle: $112

●  Producer: Domaine de la Janasse

●  Country: France

●  Region: Rhone

●  Vintage: 2019

●  Wine Style: Red wine - Rich and Intense

●  Drinking Window: 2023-2030

●  Critic Score:  95

●  Vintage Quality: Good (Excellent)

 

2012 Chateau de Beaucastel Hommage a Jacques Perrin, Chateauneuf-du-Pape 3x75cl 

●  Bottles: 12

● Wine Searcher Average Price per Bottle: $457

●  Producer: Château de Beaucastel

●  Country: France

●  Region: Rhone

●  Vintage: 2012

●  Wine Style: Red wine - Rich and Intense

●  Drinking Window: 2022-2042

●  Critic Score: 96


90



●  Vintage Quality: Good

 

2007 Beaucastel HJP 6x750ml

●  Bottles: 6

● Wine Searcher Average Price per Bottle: $722

●  Producer: Château de Beaucastel

●  Country: France

●  Region: Rhone

●  Vintage: 2007

●  Wine Style: Red wine - Rich and Intense

●  Drinking Window: 2010-2055

●  Critic Score:  97

●  Vintage Quality: Excellent

 

2018 Beaucastel HJP

●  Bottles: 3

● Wine Searcher Average Price per Bottle: $481

●  Producer: Château de Beaucastel

●  Country: France

●  Region: Rhone

●  Vintage: 2018

●  Wine Style: Red wine - Rich and Intense

●  Drinking Window: 2025-2045

●  Critic Score:  97

●  Vintage Quality: Good

 

2019 Beaucastel HJP

●  Bottles: 9

● Wine Searcher Average Price per Bottle: $468

●  Producer: Château de Beaucastel

●  Country: France

●  Region: Rhone

●  Vintage: 2019

●  Wine Style: Red wine - Rich and Intense

●  Drinking Window: 2025-2045

●  Critic Score:  97

●  Vintage Quality: Good (Excellent)

 

2012 Rayas CdP Reserve

●  Bottles: 12

● Wine Searcher Average Price per Bottle: $1,425

●  Producer: Château Rayas

●  Country: France

●  Region: Rhone

●  Vintage: 2012

●  Wine Style: Red wine - Rich and Intense

●  Drinking Window: 2020-2050

●  Critic Score:  95

●  Vintage Quality: Good

●  Other Producer:

o   Château Rayas is a leading producer in the Châteauneuf-du-Pape appellation of the Rhône Valley. It is one of the region's most prestigious estates, and its wines fetch some of the highest prices in southern France.

o  The estate's red wine is made solely from Grenache, unlike most Châteauneuf-du-Pape wines that typically contain Syrah, Mourvèdre and a range of other varieties.


91



2021 Chateau La Nerthe Chateauneuf Du Pape Clos De Beauvenir Blanc

●  Bottles: 18

● Wine Searcher Average Price per Bottle: $140

●  Producer: Château La Nerthe

●  Country: France

●  Region: Rhone

●  Vintage: 2021

●  Wine Style: White wine - Tropical and Balanced

●  Drinking Window: 20266-2032

●  Critic Score:  92

●  Vintage Quality: Average (Good)

●  Other Producer:

o   Château La Nerthe is a leading estate in the Châteauneuf-du-Pape region of the southern Rhône Valley. The estate has been producing wine since the 12th Century, but its reputation has been largely earned by current proprietors the Richard family, who bought the property in a run-down state in 1985.

o   The estate boasts 92 hectares (227 acres) of vineyard, which have been certified organic since 1998. All 13 of the legal varieties for red Châteauneuf-du-Pape are planted, although production centers on Grenache, Syrah and Mourvèdre.

 

As per data provided by Wine Searcher, the cumulative average price of all assets in the series is $78,093. The Wine Searcher Average Price per Bottle is the average price per bottle in the market calculated based on available offers.

 

Asset Acquisition by Manager and by Series

 

As of August 23,2023, the Company entered into a purchase agreement with the Manager for the right to acquire the underlying assets. The Manager has acquired the assets from Liv-Ex, BBR, Wilkinson, IG, Uncorked, and Farr. Upon the successful completion of the offering through the Vint Platform, the Manager will receive payment of $47,534.52 for the underlying Assets. The Company will store the underlying Assets, and upon the successful completion of the offering, the Chateauneuf du Pape Champions Collection will remain in the The Wine Trust and LCB storage facility.

 

Market Assessment

 

VV-CDP1 is a collection of wines composed from the Rhone Valley Region. The Rhone Valley has diverse terroir, spanning from the northern Côte-Rôtie to the southern Châteauneuf-du-Pape, producing sought after fine wines. Over the past five years ending in May 2023, Rhone Valley wines have increased in value by 12.6% as measured by the Liv-ex Rhone Valley 100 Index. This market assessment includes descriptions of past performance from comparable assets. Past performance is not an indication of future performance.

 

To value the series assets, the Company uses a variety of data sources. Wine-Searcher provides a range of high & low prices within the retail and secondary wine & spirits market. Spirits Market Journal provides fine spirits auction pricing data. The London International Vintner’s Association (Liv-Ex) provides secondary market pricing data for wine & spirits. In addition to our data sources, we work with our advisory board and suppliers to value the collections. We use a valuation methodology encompassing our various data sources, comparable data, and expert opinions to value the underlying assets. 

 

Insurance

 

We work with LLOYDS  to provide insurance for the underlying assets. We insure all assets during storage.

 

Storage

 

The underlying assets  are stored in The Wine Trust and LCB, a state of the art wine storage facility operated by The Wine Trust and LCB.


92



Depreciation

 

We treat our wine collections as collectible and therefore we will not depreciate or amortize the Series VV-CDP1 Asset going forward. We may depreciate or amortize any hardware or other equipment used in connection with the display or maintenance of the Asset.

 

Sourcing Fee Determination

 

The Sourcing Fee for this offering (as set forth in the table below) was set by the series manager at its own discretion. As described under the “Compensation of Directors and Executive Officers – Sourcing Fee” subsection of this offering circular, the series manager may consider a number of factors in setting the Sourcing Fee for an offering – however, no particular factor (or set of factors) were determinative for the Sourcing Fee set for this offering.

 

VV-CDP1 Use of Proceeds

 

Minimum Raise Dollar Amount

Percentage of Gross Cash Proceeds

Cash Portion of Asset Cost(1)

$47,535

79.22%

Broker Dealer Expense(2)

$600

1.00%

Acquisition Expenses(3)

 

 

Interests Issued to Manager(4)

$300

0.50%

Storage & Maintenance(5)

$720

1.20%

Shipping & Transportation

$0

0.00%

Insurance

$300

0.50%

Sourcing Fee(6)

$10,545

17.58%

Offering Expenses(7)

$0

0.00%

Total Fees & Expenses

$12,465

20.78%

Total Proceeds

$60,000

100.00%

 

(1) As per the purchase agreement, the Company will acquire the assets for the Series VV-CDP1 collection for a total cost of $47,534.52.  Upon completion of the offering of the Series VV-CDP1, the Series VV-CDP1 will purchase the Series VV-CDP1 Assets from the asset seller for $47,534.52.

 

(2) We have engaged Dalmore to perform administrative and compliance related functions in connection with this offering, but not for underwriting or placement agent services. This includes the 1% commission payable to Dalmore for its services in this offering.

 

(3) The Acquisition Expenses are estimates based upon provided quotes. To the extent that Acquisition Expenses are lower than anticipated, any overage would be added to the Working Capital Reserve held in an operating account for future Operating Expenses related to Series VV-CDP1.  Any shortfalls would be taken from the Working Capital Reserves, if any or paid as non-reimbursable payments by the Manager.  The Acquisition Expenses will be paid out of the offering proceeds and have not been paid as of the date of this Offering Statement.

 

(4) Represents the purchase price for interests of the series to be purchased by the Manager at the closing of the offering, which will be reimbursed to the Manager using the proceeds from this offering.

 

(5) The Manager anticipates using this storage facility to hold additional assets.  In which case these costs will be allocated to the various series accordingly.

 

(6) Our series manager will be paid a Sourcing Fee as compensation for sourcing the Series VV-CDP1 Asset in an amount equal to between 0% and 35% of the gross offering proceeds.

 

(7) The Manager has assumed and will not be reimbursed for Offering Expenses in connection with the offering of Series VV-CDP1 Interests.


93



The Series VV-IGMS Asset

 

The discussions contained in this offering circular relating to the Series VV-IGMS Assets is based upon information provided third parties that we believe to be reliable and we believe that the information from such sources contained herein regarding the Series VV-IGMS Assets are reasonable, and that the factual information therein is fair and accurate.

 

Summary Overview:

 

The underlying assets for our collection are as follows:

 

Italian Gems Collection

Wine

Vintage

Bottles

% Weighting of Collection (as per acquisition price)

2015 Poggione Paganelli Riserva

2015

6

0.78%

2015 Poggione Paganelli Riserva

2015

12

1.56%

2019 Fontodi Chianti Classico Gran Selezione Vigna del Sorbo

2019

84

11.12%

2018 Fontodi Chianti Classico Gran Selezione Vigna del Sorbo

2018

18

2.42%

2019 Grattamacco Bolgheri Superiore

2019

36

5.81%

2020 Grattamacco Bolgheri Superiore

2020

30

5.29%

2019 Macchiole Messorio

2019

6

2.41%

2018 Macchiole Messorio

2018

6

1.97%

2019 Macchiole Scrio

2019

48

15.04%

2018 Macchiole Scrio

2018

6

1.87%

2015 Fuligni BdM Riserva

2015

6

1.32%

2015 Fuligni BdM Riserva

2015

6

1.50%

2007 Gaja San Lorenzo

2007

6

5.47%

2009 Sassicaia

2009

6

4.01%

2008 Masseto

2008

3

5.61%

2007 Tignanello

2007

6

2.74%

2018 Castello di Ama l'Apparita

2018

6

2.30%

2018 Castello di Ama l'Apparita

2018

18

7.73%

2018 Castello di Ama l'Apparita

2018

6

2.11%

2019 Castello di Ama l'Apparita

2019

6

2.65%

2019 Castello di Ama l'Apparita

2019

30

11.76%

2018 Castello di Ama, Chianti Classico, Bellavista Gran Selezione

2018

6

2.35%

2019 Castello di Ama, Chianti Classico, Bellavista Gran Selezione

2019

6

2.18%

 

The Company, per its purchase agreement with the Manager (herein this subsection, the “asset seller”), will purchase the Series VV-IGMS Assets (the “Italian Gems Collection”) for $42,553.79 upon the qualification of the offering of the series Interests and closing of the sale of the minimum offering amounts.

 

Background and Overview (Region/Wines)

●  Tuscany is one of the most famous and prolific wine regions anywhere in Europe. It is best known for its Sangiovese-based dry red wines - which dominate output. These include Chianti, Brunello di Montalcino and Vino Nobile di Montepulciano.

●  The most searched-for wine from Tuscany in the Wine Searcher database is Sassicaia, a blend of Cabernet Sauvignon and Cabernet Franc from the coastal region of Bolgheri.


94



●  The region's Vin Santo is also highly prized, as are its passito dessert wines, though these are made in tiny volumes by comparison. Dry whites are probably less familiar to most consumers - apart perhaps from Vernaccia di San Gimignano.

 

Notable Points for Underlying Assets (Supporting data provided by Wine Searcher)

 

2015 Poggione Paganelli Riserva

●  Bottles: 18

●  Wine Searcher Average Price per Bottle: $63

●  Producer: Tenuta Il Poggione

●  Country: Italy

●  Region: Tuscany

●  Vintage: 2015

●  Wine Style: Red wine -Bold and Structured

●  Drinking Window: 2024-2050

●  Critic Score: 95

●  Vintage Quality: Legendary

●  Other Producer Facts/Notes:

o Tenuta Il Poggione is an estate in the Montalcino DOCG appellation of Tuscany, particularly known for its rich, dense Brunello wines balancing ripe fruit, savoury elements and a classic structure. These are considered to be some of the greatest wines produced in Italy. 

o  The estate covers 530 hectares (13000 acres), with 140ha (336 acres) planted to vines and 50ha (124 acres) to olive trees. The remainder is dedicated to cereals, livestock and forestry.

 

2019 Fontodi Chianti Classico Gran Selezione Vigna del Sorbo

●  Bottles: 84

● Wine Searcher Average Price per Bottle: $113

●  Producer: Fontodi

●  Country: Italy

●  Region: Tuscany

●  Vintage: 2019

●  Wine Style: Red wine - Savory and Classic

●  Drinking Window: 2022-2050

●  Critic Score: 94

●  Vintage Quality: Good (Excellent)

●  Other Producer Facts/Notes:

o  Fontodi is a wine producer in the Chianti Classico region of Tuscany. It is known particularly for its Super Tuscan wine, Flaccianello delle Pieve, a full-bodied varietal Sangiovese. 

o  The estate is located in the heart of the Classico zone, south of Panzano, in the valley known as the Conca d'Oro, (or golden shell) due to its sun-catching amphitheater shape.

 

2018 Fontodi Chianti Classico Gran Selezione Vigna del Sorbo

●  Bottles: 18

● Wine Searcher Average Price per Bottle: $104

● Producer: Fontodi

●  Country: Italy

●  Region: Tuscany

●  Vintage: 2018

●  Wine Style: Red wine - Savory and Classic

●  Drinking Window: 2023-2050

●  Critic Score: 94

●  Vintage Quality: Excellent

 

2019 Grattamacco Bolgheri Superiore

●  Bottles: 36

● Wine Searcher Average Price per Bottle: $123


95



●  Producer: Podere Grattamacco

●  Country: Italy

●  Region:  Tuscany

●  Vintage: 2019

●  Wine Style: Red wine -Bold and Structured

●  Drinking Window: 2022-2030

●  Critic Score: 94

●  Vintage Quality: Good (Excellent)

●  Other Producer Facts/Notes:

o   Podere Grattamacco is an Italian wine producer situated on a hilltop between Castagneto Carducci and Bolgheri in Tuscany.

o   The estate was founded in 1977 by Piermario Meletti Cavallari, with a first vintage produced the following year from a blend of Cabernet Sauvignon, Sangiovese, and Merlot. It is best known for its Bolgheri Rosso Superiore DOC wines.

 

2020 Grattamacco Bolgheri Superiore

●  Bottles: 30

● Wine Searcher Average Price per Bottle: $123

●  Producer: Podere Grattamacco

●  Country: Italy

●  Region: Tuscany

●  Vintage: 2020

●  Wine Style: Red wine -Bold and Structured

●  Drinking Window: N/A

●  Critic Score: 92

●  Vintage Quality: Good

 

2019 Macchiole Messorio

●  Bottles: 6

● Wine Searcher Average Price per Bottle: $308

●  Producer: Le Macchiole

●  Country: Italy

●  Region: Tuscany

●  Vintage: 2019

●  Wine Style: Red wine -Bold and Structured

●  Drinking Window: 2024-2047

●  Critic Score:  97

●  Vintage Quality: Good (Excellent)

●  Other Producer:

o   Le Macchiole is an estate in the Bolgheri district of Tuscany particularly known for its three varietal IGT Toscana red wines. Paleo, Messorio and Scrio are often judged to be among the best examples of their type produced in Italy.

o   The estate covers 24 hectares (60 acres) in Bolgheri, divided between clay-loam soils and a more limestone-influenced soil. The diversity of this terroir means site selection is vital for the various varieties. 

 

2018 Macchiole Messorio

●  Bottles: 6

● Wine Searcher Average Price per Bottle: $286

●  Producer: Le Macchiole

●  Country: Italy

●  Region: Tuscany

●  Vintage: 2018

●  Wine Style:  Red wine -Bold and Structured

●  Drinking Window: N/A

●  Critic Score:  95

●  Vintage Quality: Excellent


96



2019 Macchiole Scrio

●  Bottles: 48

● Wine Searcher Average Price per Bottle: $286

●  Producer: Le Macchiole

●  Country: Italy

●  Region: Tuscany

●  Vintage: 2019

●  Wine Style:  Red wine -Bold and Structured

●  Drinking Window: 2023-2047

●  Critic Score:  95

●  Vintage Quality: Good (Excellent)

 

2018 Macchiole Scrio

●  Bottles: 6

● Wine Searcher Average Price per Bottle: $267

●  Producer: Le Macchiole

●  Country: Italy

●  Region: Tuscany

●  Vintage: 2018

●  Wine Style: Red wine -Bold and Structured

●  Drinking Window: N/A

●  Critic Score:  92

●  Vintage Quality: Excellent

 

2015 Fuligni BdM Riserva

●  Bottles: 12

● Wine Searcher Average Price per Bottle: $201

●  Producer: Fuligni

●  Country: Italy

●  Region: Tuscany

●  Vintage: 2015

●  Wine Style:  Red wine -Bold and Structured

●  Drinking Window: 2024-2050

●  Critic Score:  96

●  Vintage Quality: Legendary

●  Other Producer:

o   Fuligni is a family-owned estate, located on the eastern side of Montalcino. It is known best for its Brunello di Montalcino produced exclusively from Sangiovese Grosso grapes.

o   The estate has around 10 hectares (25 acres) of mostly Sangiovese vines, split between four vineyards. These are found primarily located on east- or southeast-facing slopes with rocky soils.

 

2007 Gaja San Lorenzo

●  Bottles: 6

● Wine Searcher Average Price per Bottle: $538

●  Producer: Gaja

●  Country: Italy

●  Region: Piedmont

●  Vintage: 2007 

●  Wine Style: Red wine - Savory and Classic

●  Drinking Window:  2027-2047

●  Critic Score:  97

●  Vintage Quality: Excellent

●  Other Producer:


97



o   Gaja is one of the best-known wine producers in all of Italy. Originating in and still based in Barbaresco, in northwest Italy, the Gaja name remains most strongly associated with Nebbiolo-based wines, though the company now makes more wine in Tuscany than Piedmont.

o   The business was founded in 1859 by Giovanni Gaja with just two hectares (five acres) of vineyards in Barbaresco. Each generation saw expansion, although Angelo Gaja, who took over full-time in 1970, is often credited with the estate's more recent success.

 

2009 Sassicaia

●  Bottles: 6

● Wine Searcher Average Price per Bottle: $410

●  Producer: Tenuta San Guido

●  Country: Italy

●  Region: Tuscany

●  Vintage: 2009

●  Wine Style: Red wine - Bold and Structured

●  Drinking Window: 2016-2040

●  Critic Score:  94

●  Vintage Quality: Good

●  Other Producer:

o   Tenuta San Guido is located in the Tuscan region of Maremma, and has its own single-estate DOC appellation (Bolgheri Sassicaia) applied to its flagship label.

o   Sassicaia, one of the original Super Tuscan wines, is made up of Cabernet Sauvignon with a small amount of Cabernet Franc. It is known for its supple texture, elegance and perfume.

 

2008 Masseto

●  Bottles: 3

● Wine Searcher Average Price per Bottle: $1,049

●  Producer: Masseto

●  Country: Italy

●  Region: Tuscany

●  Vintage: 2008 

●  Wine Style: Red wine - Bold and Structured

●  Drinking Window: 2018-2033

●  Critic Score:  96

●  Vintage Quality: Excellent

●  Other Producer:

o   Masseto is a famed single-vineyard, Super Tuscan wine label produced from a site in Bolgheri, on the Tuscan coast, planted entirely to Merlot.

o   It is one of the most famous Super Tuscan wines and is made by Tenuta dell'Ornellaia. The wine is known for its aromatic complexity, opulent fruit and tannic structure, and is consistently regarded as one of the top wines in the world with auction prices to match. It is classified as IGT Toscana.

 

2007 Tignanello

●  Bottles: 6

● Wine Searcher Average Price per Bottle: $240

●  Producer: Antinori

●  Country: Italy

●  Region: Tuscany

●  Vintage: 2007

●  Wine Style: Red wine - Bold and Structured

●  Drinking Window: 2013-2035

●  Critic Score:  93

●  Vintage Quality: Excellent

●  Other Producer:

o   Antinori is a Tuscan-based wine company that is one of the largest and most prominent in Italy. The Chianti Classico region forms the focus of operations, though the company has an estate in


98



Umbria and international interests including Antica Napa Valley and a controlling stake in Vitis Metamorfosis in Romania.

o   Tignanello is the most famous of all Antinori's wines. The vineyard of the same name extends to 57 hectares (140 acres) on limestone-rich soils on a southwest-facing slope 350-400m (1150-1300ft) above sea level.

 

2018 Castello di Ama l'Apparita

●  Bottles: 30

● Wine Searcher Average Price per Bottle: $265

●  Producer: Castello di Ama

●  Country: Italy

●  Region: Tuscany

●  Vintage: 2018

●  Wine Style: Red wine - Bold and Structured

●  Drinking Window: 2024-2045

●  Critic Score:  96

●  Vintage Quality: Excellent

●  Other Producer:

o   Castello di Ama is an Italian producer, found the Chianti Classico region in Tuscany. It is particularly known for its range of single-vineyard Gran Selezione red wines.

o   The estate has about 75 hectares (185 acres) of vineyards, all within a two-miles radius of the village of Ama. Vineyard holdings include the San Lorenzo, La Casuccia and Bellavista plots with each producing a single-vineyard Gran Selezione DOCG.

 

2019 Castello di Ama l'Apparita 

●  Bottles: 36

● Wine Searcher Average Price per Bottle: $270

●  Producer: Castello di Ama

●  Country: Italy

●  Region: Tuscany

●  Vintage: 2019

●  Wine Style: Red wine - Savory and Classic

●  Drinking Window: 2025-2046

●  Critic Score:  97

●  Vintage Quality: Good (Excellent)

 

2018 Castello di Ama, Chianti Classico, Bellavista Gran Selezione

●  Bottles: 6

● Wine Searcher Average Price per Bottle: $264

●  Producer: Castello di Ama

●  Country: Italy

●  Region: Tuscany

●  Vintage: 2018

●  Wine Style: Red wine - Savory and Classic

●  Drinking Window: 2023-2040

●  Critic Score:  94

●  Vintage Quality: Excellent

 

2019 Castello di Ama, Chianti Classico, Bellavista Gran Selezione

●  Bottles: 6

● Wine Searcher Average Price per Bottle: $255

●  Producer: Castello di Ama

●  Country: Italy

●  Region: Tuscany

●  Vintage: 2019

●  Wine Style: Red wine - Savory and Classic


99



●  Drinking Window: 2024-2045

●  Critic Score: 97  

●  Vintage Quality: Good (Excellent)

 

As per data provided by Wine Searcher, the cumulative average price of all assets in the series is $72,981. The Wine Searcher Average Price per Bottle is the average price per bottle in the market calculated based on available offers.

 

Asset Acquisition by Manager and by Series

 

As of August 23, 2023, the Company entered into a purchase agreement with the Manager for the right to acquire the underlying assets. The Manager has acquired the assets from C&B, Albany, Farr, Lay & Wheeler, HE, BBR, Liv-Ex, and Mann. Upon the successful completion of the offering through the Vint Platform, the Manager will receive payment of $42,553.79 for the underlying Assets. The Company will store the underlying Assets, and upon the successful completion of the offering, the Italian Gems Collection will remain in The Wine Trust storage facility.

 

Market Assessment

 

To value the series assets, the Company uses a variety of data sources. Wine-Searcher provides a range of high & low prices within the retail and secondary wine & spirits market. Spirits Market Journal provides fine spirits auction pricing data. The London International Vintner’s Association (Liv-Ex) provides secondary market pricing data for wine & spirits. In addition to our data sources, we work with our advisory board and suppliers to value the collections. We use a valuation methodology encompassing our various data sources, comparable data, and expert opinions to value the underlying assets. 

 

Insurance

 

We work with LLOYDS  to provide insurance for the underlying assets. We insure all assets during storage.

 

Storage

 

The underlying assets  are stored in The Wine Trust, a state of the art wine storage facility operated by The Wine Trust.

 

Depreciation

 

We treat our wine collections as collectible and therefore we will not depreciate or amortize the Series VV-IGMS Asset going forward. We may depreciate or amortize any hardware or other equipment used in connection with the display or maintenance of the Asset.

 

Sourcing Fee Determination

 

The Sourcing Fee for this offering (as set forth in the table below) was set by the series manager at its own discretion. As described under the “Compensation of Directors and Executive Officers – Sourcing Fee” subsection of this offering circular, the series manager may consider a number of factors in setting the Sourcing Fee for an offering – however, no particular factor (or set of factors) were determinative for the Sourcing Fee set for this offering.


100



VV-IGMS Use of Proceeds

 

Minimum Raise Dollar Amount

Percentage of Gross Cash Proceeds

Cash Portion of Asset Cost(1)

$42,554

81.83%

Broker Dealer Expense(2)

$520

1.00%

Acquisition Expenses(3)

 

 

Interests Issued to Manager(4)

$260

0.50%

Storage & Maintenance(5)

$624

1.20%

Shipping & Transportation

$0

0.00%

Insurance

$260

0.50%

Sourcing Fee(6)

$7,782

14.97%

Offering Expenses(7)

$0

0.00%

Total Fees & Expenses

$9,446

18.17%

Total Proceeds

$52,000

100.00%

 

(1) As per the purchase agreement, the Company will acquire the assets for the Series VV-IGMS collection for a total cost of $42,553.79.  Upon completion of the offering of the Series VV-IGMS, the Series VV-IGMS will purchase the Series VV-IGMS Assets from the asset seller for $42,553.79.

 

(2) We have engaged Dalmore to perform administrative and compliance related functions in connection with this offering, but not for underwriting or placement agent services. This includes the 1% commission payable to Dalmore for its services in this offering.

 

(3) The Acquisition Expenses are estimates based upon provided quotes. To the extent that Acquisition Expenses are lower than anticipated, any overage would be added to the Working Capital Reserve held in an operating account for future Operating Expenses related to Series VV-IGMS.  Any shortfalls would be taken from the Working Capital Reserves, if any or paid as non-reimbursable payments by the Manager.  The Acquisition Expenses will be paid out of the offering proceeds and have not been paid as of the date of this Offering Statement.

 

(4) Represents the purchase price for interests of the series to be purchased by the Manager at the closing of the offering, which will be reimbursed to the Manager using the proceeds from this offering.

 

(5) The Manager anticipates using this storage facility to hold additional assets.  In which case these costs will be allocated to the various series accordingly.

 

(6) Our series manager will be paid a Sourcing Fee as compensation for sourcing the Series VV-IGMS Asset in an amount equal to between 0% and 35% of the gross offering proceeds.

 

(7) The Manager has assumed and will not be reimbursed for Offering Expenses in connection with the offering of Series VV-IGMS Interests.

 

The Series VV-RUM1 Asset

 

The discussions contained in this offering circular relating to the Series VV-RUM1 Assets is based upon information provided third parties that we believe to be reliable and we believe that the information from such sources contained herein regarding the Series VV-RUM1 Assets are reasonable, and that the factual information therein is fair and accurate.


101



Summary Overview:

 

The underlying assets for our collection are as follows:

 

Rare Rum Cask Collection

Wine

Vintage

Casks

% Weighting of Collection (as per acquisition price)

2007 Clarendon Rum Cask #433889 (Jamaica)

2007

1

21.78%

2007 Foursquare Rum Cask #6 (Barbados)

2007

1

15.43%

2007 Foursquare Rum Cask #24 (Barbados)

2007

1

17.98%

2006 Diamond Rum Cask #30 (Guyana)

2006

1

24.40%

2005 Trinidad Distillers Ltd Rum Cask #1 (Trinidad)

2004

1

20.41%

 

The Company, per its purchase agreement with the Manager (herein this subsection, the “asset seller”), will purchase the Series VV-RUM1 Assets (the “Rare Rum Cask Collection”) for $65,579.00 upon the qualification of the offering of the series Interests and closing of the sale of the minimum offering amounts.

 

Background and Overview (Region/Wines)

●  Rum's origins lie very much in a place and time, namely the Caribbean of the 17th Century. During this period, the islands were being colonized by settlers from various European countries, particularly England, France, Spain, Portugal and Holland. These early colonists naturally sought out a way of producing alcohol – not just for its intoxicating properties, but as a way of making unpurified water safer to drink.

●  Not all rums are made from molasses; many are made directly from cane juice. The most obvious types of cane juice rum are Brazilian cachaça and the Rhum Agricole produced on the French-owned Caribbean islands Martinique and Guadeloupe. The Rhum Agricole style emerged by necessity rather than by choice, when France stopped buying its sugar from the Caribbean.

●  Many rums are aged in oak barrels, which deepen their aromatic profile and color. The longer a rum spends in barrel, the darker it gets. Dark rum (which includes brown, black and red rums) has the deepest color and is generally aged in barrels which have undergone heavy charring.

 

Notable Points for Underlying Assets (Supporting data provided by Wine Searcher)

 

2007 Clarendon Rum Cask #433889 (Jamaica)

●  Bottles: 1 cask

●  Acquisition Average Price per Bottle: $14,280.00 (No WS price data available)

●  Producer: Clarendon Distillery

●  Country: Jamaica

●  Region: Jamaica

●  Vintage: 2007

●  Spirit Style: Rum

●  Drinking Window: N/A

●  Critic Score: N/A

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

o The Clarendon Distillery, home to Monymusk, was built in 1949, making it a very recent addition to rum production. 

o  The original building still houses the distillery’s two pot stills and the corresponding fermentation tanks but the complex has been expanded enormously over time. The older one has a capacity of 20,000 litres while the newer, indian manufactured still can carry 25,000 litres, making it possibly the biggest pot still in the Caribbean.

 

2007 Foursquare Rum Cask #6 (Barbados)

●  Bottles: 1 cask

● Acquisition Average Price per Bottle: $10,119.00 (No WS price data available)


102



●  Producer: R.L. Seale – Foursquare Rum Distillery

●  Country: Barbados

●  Region: Barbados

●  Vintage: 2007

●  Spirit Style: Rum

●  Drinking Window: N/A

●  Critic Score: N/A

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

o  RL Seale & Son is a multiple award-winning rum producer in Barbados. It is based at the Foursquare Rum Distillery, located between Woodbourne and Six Cross Roads at the southeast end of the island.

o  A very broad range of Barbados rums are produced under a number of brands, including Foursquare and R.L. Seale. The latter is focused on aged spirits. Other labels are Doorly’s, Taylor’s Falernum and Old Rascal.

 

2007 Foursquare Rum Cask #24 (Barbados)

●  Bottles: 1 cask

● Acquisition Average Price per Bottle: $11,792.00 (No WS price data available)

● Producer: Foursquare

●  Country: Barbados

●  Region: Barbados

●  Vintage: 2007 

●  Spirit Style: Rum

●  Drinking Window: N/A

●  Critic Score: N/A

●  Vintage Quality: N/A

 

2006 Diamond Rum Cask #30 (Guyana)

●  Bottles: 1 cask

● Acquisition Average Price per Bottle: $16,002.00 (No WS price data available)

●  Producer: Demerara Distillers Limited

●  Country: Guyana

●  Region:  Guyana

●  Vintage: 2006

●  Spirit Style: Rum

●  Drinking Window: N/A

●  Critic Score: N/A

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

o   Exclusively owning and operating the only remaining distillery in Guyana, the Diamond Distillery at Plantation Diamond on the East Bank of Demerara, the company is celebrated for producing the award-wining El Dorado rums and is the largest supplier of bulk rums and alcohols from the Caribbean to brand owners in Europe and North America. 

o   Shifting from a commodity-oriented to brand-focused business, the company diversified into the beverage industry. Today, DDL is the leading producer of non-alcoholic beverages in Guyana. 

 

2005 Trinidad Distillers Ltd Rum Cask #1 (Trinidad)

●  Bottles: 1 cask

● Acquisition Average Price per Bottle: $13,386.00 (No WS price data available)

●  Producer: Trinidad Distillers Ltd

●  Country: Trinidad

●  Region: Trinidad

●  Vintage: 2005

●  Spirit Style: Rum

●  Drinking Window: N/A

●  Critic Score: N/A


103



●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

o   The Trinidad Distillers Limited (TDL) facility is home to the extensive Angostura and Fernandes range of Rums, Angostura Aromatic Bitters, and Amaro di Angostura.

o   The multi-column, continuous distillation facility was commissioned by Angostura Limited in the late 1940s, with the distillery initially providing the Rum used in the production of the Aromatic Bitters, which at the time was the sole output of the company.

 

In the absence of price data from Wine Searcher, the cumulative average acquisition price of all assets in the series is $65,579.00. 

 

Asset Acquisition by Manager and by Series

 

As of August 23, 2023, the Company entered into a purchase agreement with the Manager for the right to acquire the underlying assets. The Manager has acquired the assets from Farr. Upon the successful completion of the offering through the Vint Platform, the Manager will receive payment of $65,579.00 for the underlying Assets. The Company will store the underlying Assets, and upon the successful completion of the offering, the Rare Rum Cask Collection will remain in the Farr storage facility.

 

Market Assessment 

 

VV-RUM1 is composed of collectible rums. The global rum category is expected to grow by a CAGR of 4.8%, from US$13.69 billion in 2022 to US$14.35bn in 2023, according to the Business Research Company’s Rum Global Market Report 2023. Evolving consumer preferences favor craft and aged rums over value options, mirroring the trend of aged spirits' rise, fueled by U.S. whiskey popularity. The increasing acknowledgment of aged rum's exceptional quality elevates it to a premium collectible spirit, akin to fine whiskies and cognac. 

 

This market assessment includes descriptions of past performance from comparable assets. Past performance is not an indication of future performance.

 

To value the series assets, the Company uses a variety of data sources. Wine-Searcher provides a range of high & low prices within the retail and secondary wine & spirits market. Spirits Market Journal provides fine spirits auction pricing data. The London International Vintners Association (Liv-Ex) provides secondary market pricing data for wine & spirits. In addition to our data sources, we work with our advisory board and suppliers to value the collections. We use a valuation methodology encompassing our various data sources, comparable data, and expert opinions to value the underlying assets. 

 

Insurance

 

We work with LLOYDS  to provide insurance for the underlying assets. We insure all assets during storage.

 

Storage

 

The underlying assets  are stored in the Farr, a state of the art wine storage facility operated by Farr.

 

Depreciation

 

We treat our wine collections as collectible and therefore we will not depreciate or amortize the Series VV-RUM1 Asset going forward. We may depreciate or amortize any hardware or other equipment used in connection with the display or maintenance of the Asset.


104



Sourcing Fee Determination

 

The Sourcing Fee for this offering (as set forth in the table below) was set by the series manager at its own discretion. As described under the “Compensation of Directors and Executive Officers – Sourcing Fee” subsection of this offering circular, the series manager may consider a number of factors in setting the Sourcing Fee for an offering – however, no particular factor (or set of factors) were determinative for the Sourcing Fee set for this offering.

 

VV-RUM1 Use of Proceeds

 

Minimum Raise Dollar Amount

Percentage of Gross Cash Proceeds

Cash Portion of Asset Cost(1)

$65,579

79.97%

Broker Dealer Expense(2)

$820

1.00%

Acquisition Expenses(3)

 

 

Interests Issued to Manager(4)

$410

0.50%

Storage & Maintenance(5)

$984

1.20%

Shipping & Transportation

$0

0.00%

Insurance

$410

0.50%

Sourcing Fee(6)

$13,797

16.83%

Offering Expenses(7)

$0

0.00%

Total Fees & Expenses

$16,421

20.03%

Total Proceeds

$82,000

100.00%

 

(1) As per the purchase agreement, the Company will acquire the assets for the Series VV-RUM1 collection for a total cost of $65,579.00.  Upon completion of the offering of the Series VV-RUM1, the Series VV-RUM1 will purchase the Series VV-RUM1 Assets from the asset seller for $65,579.00.

 

(2) We have engaged Dalmore to perform administrative and compliance related functions in connection with this offering, but not for underwriting or placement agent services. This includes the 1% commission payable to Dalmore for its services in this offering.

 

(3) The Acquisition Expenses are estimates based upon provided quotes. To the extent that Acquisition Expenses are lower than anticipated, any overage would be added to the Working Capital Reserve held in an operating account for future Operating Expenses related to Series VV-RUM1.  Any shortfalls would be taken from the Working Capital Reserves, if any or paid as non-reimbursable payments by the Manager.  The Acquisition Expenses will be paid out of the offering proceeds and have not been paid as of the date of this Offering Statement.

 

(4) Represents the purchase price for interests of the series to be purchased by the Manager at the closing of the offering, which will be reimbursed to the Manager using the proceeds from this offering.

 

(5) The Manager anticipates using this storage facility to hold additional assets.  In which case these costs will be allocated to the various series accordingly.

 

(6) Our series manager will be paid a Sourcing Fee as compensation for sourcing the Series VV-RUM1 Asset in an amount equal to between 0% and 35% of the gross offering proceeds.

 

(7) The Manager has assumed and will not be reimbursed for Offering Expenses in connection with the offering of Series VV-RUM1 Interests.


105



The Series VV-HPHH Asset

 

The discussions contained in this offering circular relating to the Series VV-HPHH Assets is based upon information provided third parties that we believe to be reliable and we believe that the information from such sources contained herein regarding the Series VV-HPHH Assets are reasonable, and that the factual information therein is fair and accurate.

 

Summary Overview:

 

The underlying assets for our collection are as follows:

 

Highland Park Hogshead Collection

Wine

Vintage

Bottles

% Weighting of Collection

(as per acquisition price)

2006 Highland Park Refill Bourbon Hogshead

2006

1

100.00%

 

The Company, per its purchase agreement with the Manager (herein this subsection, the “asset seller”), will purchase the Series VV-HPHH Assets (the “Highland Park Hogshead Collection”) for $70,500.00 upon the qualification of the offering of the series Interests and closing of the sale of the minimum offering amounts.

 

Background and Overview (Region/Wines)

● Whisky is produced in a range of styles in Scotland, including single malts, blends, and grain whiskies.

●  Scotland is divided into six main regions: Highlands, Islands, Islay, Campbeltown, Lowlands and Speyside. 

●  Geography and climate affect whisky styles as they do wine styles, although in slightly different ways. The air and water around a distillery are of great importance, as they bring regional identity to the whisky produced there.

 

Notable Points for Underlying Assets (Supporting data provided by Wine Searcher)

 

2006 Highland Park Refill Bourbon Hogshead

●  Bottles: 1 cask

● Acquisition Average Price per Bottle: $70,500 (No WS data available)

●  Producer: Highland Park

●  Country: Scotland

●  Region: Orkney

●  Vintage: 2006

●  Whisky Style: Single Malt

●  Drinking Window: N/A

●  Critic Score: N/A

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

o  Highland Park is the most northerly single malt distillery in Scotland, situated in Kirkwall in the Orkney Islands. It is geographically closer to Norway than it is to London.

o  The single malt made here attracted the highest praise from critics and drinkers. It has been described by British whiskey writer Michael Jackson as "the greatest all-rounder in the world of malt whisky". The house style is slightly peaty, slightly smoky and slightly sweet.

 

In the absence of price data from Wine Searcher, the cumulative average acquisition price of all assets in the series is $70,500. The Wine Searcher Average Price per Bottle is the average price per bottle in the market calculated based on available offers.


106



Asset Acquisition by Manager and by Series

 

As of August 23, 2023, the Company entered into a purchase agreement with the Manager for the right to acquire the underlying assets. The Manager has acquired the assets from BI. Upon the successful completion of the offering through the Vint Platform, the Manager will receive payment of $70,500.00 for the underlying Assets. The Company will store the underlying Assets, and upon the successful completion of the offering, the Highland Park Hogshead Collection will remain in the BI storage facility.

 

Market Assessment

 

To value the series assets, the Company uses a variety of data sources. Wine-Searcher provides a range of high & low prices within the retail and secondary wine & spirits market. Spirits Market Journal provides fine spirits auction pricing data. The London International Vintner’s Association (Liv-Ex) provides secondary market pricing data for wine & spirits. In addition to our data sources, we work with our advisory board and suppliers to value the collections. We use a valuation methodology encompassing our various data sources, comparable data, and expert opinions to value the underlying assets. 

 

Insurance

 

We work with LLOYDS  to provide insurance for the underlying assets. We insure all assets during storage.

 

Storage

 

The underlying assets  are stored in the BI, a state of the art wine storage facility operated by BI.

 

Depreciation

 

We treat our wine collections as collectible and therefore we will not depreciate or amortize the Series VV-HPHH Asset going forward. We may depreciate or amortize any hardware or other equipment used in connection with the display or maintenance of the Asset.

 

Sourcing Fee Determination

 

The Sourcing Fee for this offering (as set forth in the table below) was set by the series manager at its own discretion. As described under the “Compensation of Directors and Executive Officers – Sourcing Fee” subsection of this offering circular, the series manager may consider a number of factors in setting the Sourcing Fee for an offering – however, no particular factor (or set of factors) were determinative for the Sourcing Fee set for this offering.

 

VV-HPHH Use of Proceeds

 

Minimum Raise Dollar Amount

Percentage of Gross Cash Proceeds

Cash Portion of Asset Cost(1)

$70,500

78.33%

Broker Dealer Expense(2)

$900

1.00%

Acquisition Expenses(3)

 

 

Interests Issued to Manager(4)

$450

0.50%

Storage & Maintenance(5)

$1,080

1.20%

Shipping & Transportation

$0

0.00%

Insurance

$450

0.50%

Sourcing Fee(6)

$16,620

18.47%

Offering Expenses(7)

$0

0.00%

Total Fees & Expenses

$19,500

21.67%

Total Proceeds

$90,000

100.00%

 

(1) As per the purchase agreement, the Company will acquire the assets for the Series VV-HPHH collection for a total cost of $70,500.00.  Upon completion of the offering of the Series VV-HPHH, the Series VV-HPHH will purchase the Series VV-HPHH Assets from the asset seller for $70,500.00.


107



(2) We have engaged Dalmore to perform administrative and compliance related functions in connection with this offering, but not for underwriting or placement agent services. This includes the 1% commission payable to Dalmore for its services in this offering.

 

(3) The Acquisition Expenses are estimates based upon provided quotes. To the extent that Acquisition Expenses are lower than anticipated, any overage would be added to the Working Capital Reserve held in an operating account for future Operating Expenses related to Series VV-HPHH.  Any shortfalls would be taken from the Working Capital Reserves, if any or paid as non-reimbursable payments by the Manager.  The Acquisition Expenses will be paid out of the offering proceeds and have not been paid as of the date of this Offering Statement.

 

(4) Represents the purchase price for interests of the series to be purchased by the Manager at the closing of the offering, which will be reimbursed to the Manager using the proceeds from this offering.

 

(5) The Manager anticipates using this storage facility to hold additional assets. In which case these costs will be allocated to the various series accordingly.

 

(6) Our series manager will be paid a Sourcing Fee as compensation for sourcing the Series VV-HPHH Asset in an amount equal to between 0% and 35% of the gross offering proceeds.

 

(7) The Manager has assumed and will not be reimbursed for Offering Expenses in connection with the offering of Series VV-HPHH Interests.

 

The Series VV-JPNW Asset

 

The discussions contained in this offering circular relating to the Series VV-JPNW Assets is based upon information provided third parties that we believe to be reliable and we believe that the information from such sources contained herein regarding the Series VV-JPNW Assets are reasonable, and that the factual information therein is fair and accurate.

 

Summary Overview:

 

The underlying assets for our collection are as follows:

 

Japanese Whisky Icons Collection

Wine

Vintage

Bottles

% Weighting of Collection

(as per acquisition price)

Karuizawa 'Budō Collection' Japanese Whisky Set

1981

3

76.50%

Hibiki 30 Year Old Japanese Whisky

NV

1

11.66%

Suntory - 100th Anniversary (Limited Edition 2023)

NV

4

11.84%

 

The Company, per its purchase agreement with the Manager (herein this subsection, the “asset seller”), will purchase the Series VV-JPNW Assets (the “Japanese Whisky Icons Collection”) for $40,913.70 upon the qualification of the offering of the series Interests and closing of the sale of the minimum offering amounts.


108



Background and Overview (Region/Whisky)

●  Despite its relative youth, the Japanese whisky industry has since firmly established itself on the global stage. The Yamazaki distillery near Osaka began making whisky in 1923, and is now one of around ten distilleries, though the figure was higher before the economic slumps of recent decades.

●  Exports only began in earnest after 2000, boosted by major gold medal wins and glowing reviews from prominent whisky writers. A high point came in 2015 then the 2013 Yamazaki Sherry Cask Single Malt was named by Jim Murray as World Whisky of the Year in the 2015 edition of his Whisky Bible. 

●  A range of blended, single malt and single grain whiskies are produced. Production methods are based on Scotch whisky though the flavor profiles of the finished product can vary considerably.

 

Notable Points for Underlying Assets (Supporting data provided by Wine Searcher)

 

Karuizawa 'Budō Collection' Japanese Whisky Set

●  Bottles: 3 

●  Wine Searcher Average Price per set: $51,211

●  Producer: Dekanta

●  Country: Japan

●  Region: Japan

●  Vintage: 1981

●  Whisky Style: Malt Whisky

●  Drinking Window: N/A

●  Critic Score: N/A

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

o The newly formed Karuizawa Whisky Co. and Japanese spirits specialist dekantā have signed a 10-year partnership to bring the legendary whisky brand back to life – with permission granted to use the Karuizawa name on their spirits.

o  At the heart of the partnership is a new Karuizawa Distillery – in the mountain resort from which the original distillery took its name – which was built by Karuizawa Whisky Co. and started production in December 2022. 

 

Hibiki 30 Year Old Japanese Whisky

●  Bottles: 1

● Wine Searcher Average Price per Bottle: $8,953

●  Producer: House of Suntory

●  Country: Japan

●  Region: Japan

●  Vintage: NV

●  Whisky Style: Blended whisky

●  Drinking Window: N/A

●  Critic Score: N/A

●  Vintage Quality: N/A

●  Other Producer Facts/Notes:

o  Hibiki whisky is known for both its quality and its distinctive fluted bottle; the 24 facets represent the 24 seasons in a Japanese year.

o  A large number of malt and grain whiskies from across the Suntory whisky portfolio contribute towards the blends. Across the range the style can broadly be described as fruity and spicy.

 

Suntory - 100th Anniversary (Limited Edition 2023)

●  Bottles: 4

● Wine Searcher Average Price per Bottle: $1,295

● Producer: House of Suntory

●  Country: Japan

●  Region: Japan

●  Vintage: NV

●  Whisky Style: Blended whisky

●  Drinking Window: N/A


109



●  Critic Score: N/A

●  Vintage Quality: N/A

 

As per data provided by Wine Searcher, the cumulative average price of all assets in the series is $64,964. The Wine Searcher Average Price per Bottle is the average price per bottle in the market calculated based on available offers.

 

Asset Acquisition by Manager and by Series

 

As of August 23, 2023, the Company entered into a purchase agreement with the Manager for the right to acquire the underlying assets. The Manager has acquired the assets from Unicorn Auctions and Whisky Hammer. Upon the successful completion of the offering through the Vint Platform, the Manager will receive payment of $40,913.70 for the underlying Assets. The Company will store the underlying Assets, and upon the successful completion of the offering, the Japanese Whisky Icons Collection will remain in the Domaine CHI and Domaine DC storage facility.

 

Market Assessment

 

VV-JPNW is composed of collectible whiskies from Japan. Japanese whisky has gained significant international acclaim in recent years, winning numerous awards and surpassing its Scottish counterparts in certain categories. This rising global recognition has sparked a surge in demand, leading to increased market value and potential returns for investors. Secondly, limited production and scarcity of aged Japanese whisky contribute to its desirability among collectors. The Japanese whisky market as measured by the Rare Whisky 101 Japanese 100 index increased by 192.76% in the five years ending May 2023.

 

To value the series assets, the Company uses a variety of data sources. Wine-Searcher provides a range of high & low prices within the retail and secondary wine & spirits market. Spirits Market Journal provides fine spirits auction pricing data. The London International Vintners Association (Liv-Ex) provides secondary market pricing data for wine & spirits. In addition to our data sources, we work with our advisory board and suppliers to value the collections. We use a valuation methodology encompassing our various data sources, comparable data, and expert opinions to value the underlying assets. 

 

Insurance

 

We work with LLOYDS  to provide insurance for the underlying assets. We insure all assets during storage.

 

Storage

 

The underlying assets  are stored in the Domaine CHI and Domaine DC, a state of the art wine storage facility operated by Domaine CHI and Domaine DC.

 

Depreciation

 

We treat our wine collections as collectible and therefore we will not depreciate or amortize the Series VV-JPNW Asset going forward. We may depreciate or amortize any hardware or other equipment used in connection with the display or maintenance of the Asset.

 

Sourcing Fee Determination

 

The Sourcing Fee for this offering (as set forth in the table below) was set by the series manager at its own discretion. As described under the “Compensation of Directors and Executive Officers – Sourcing Fee” subsection of this offering circular, the series manager may consider a number of factors in setting the Sourcing Fee for an offering – however, no particular factor (or set of factors) were determinative for the Sourcing Fee set for this offering.


110



VV-JPNW Use of Proceeds

 

Minimum Raise Dollar Amount

Percentage of Gross Cash Proceeds

Cash Portion of Asset Cost(1)

$40,914

81.83%

Broker Dealer Expense(2)

$500

1.00%

Acquisition Expenses(3)

 

 

Interests Issued to Manager(4)

$250

0.50%

Storage & Maintenance(5)

$600

1.20%

Shipping & Transportation

$0

0.00%

Insurance

$250

0.50%

Sourcing Fee(6)

$7,486

14.97%

Offering Expenses(7)

$0

0.00%

Total Fees & Expenses

$9,086

18.17%

Total Proceeds

$50,000

100.00%

 

(1) As per the purchase agreement, the Company will acquire the assets for the Series VV-JPNW collection for a total cost of $40,913.70.  Upon completion of the offering of the Series VV-JPNW, the Series VV-JPNW will purchase the Series VV-JPNW Assets from the asset seller for $40,913.70.

 

(2) We have engaged Dalmore to perform administrative and compliance related functions in connection with this offering, but not for underwriting or placement agent services. This includes the 1% commission payable to Dalmore for its services in this offering.

 

(3) The Acquisition Expenses are estimates based upon provided quotes. To the extent that Acquisition Expenses are lower than anticipated, any overage would be added to the Working Capital Reserve held in an operating account for future Operating Expenses related to Series VV-JPNW.  Any shortfalls would be taken from the Working Capital Reserves, if any or paid as non-reimbursable payments by the Manager.  The Acquisition Expenses will be paid out of the offering proceeds and have not been paid as of the date of this Offering Statement.

 

(4) Represents the purchase price for interests of the series to be purchased by the Manager at the closing of the offering, which will be reimbursed to the Manager using the proceeds from this offering.

 

(5) The Manager anticipates using this storage facility to hold additional assets.  In which case these costs will be allocated to the various series accordingly.

 

(6) Our series manager will be paid a Sourcing Fee as compensation for sourcing the Series VV-JPNW Asset in an amount equal to between 0% and 35% of the gross offering proceeds.

 

(7) The Manager has assumed and will not be reimbursed for Offering Expenses in connection with the offering of Series VV-JPNW Interests.


111



DESCRIPTION OF BUSINESS

 

Overview

 

The fine wine and spirits market is a global industry valued over $8 billion (based on Cult Wine and Bordeaux Index estimates). There is no true definition of an investable wine or spirit. A general rule of thumb is bottles over $100.00 upon release are investment grade. However, there may be investment grade fine wines or spirits that retail below the $100.00 price. The wine market was previously controlled by the Bordeaux and Burgundy regions of France. These regions of France have been producing high-quality, investment grade wines for hundreds of years. However, fine wine production has improved, regions from all over the world and now vineyards from around to world compete in the expanding global fine wine industry. We look to source fine wine from various regions including, but not limited to, the United States, France, Italy, Australia, and Argentina. By extrapolating this current trend, the Company believes that the fine wine market will continue to expand as its global participants increase. The global spirits market is expanding. The Scotch Whisky market has led the gains across a ten-year period, but other areas – Japanese whisky, cognac and rum – have also seen strong performance more recently. As per Bordeaux Index, Single Malt Scotch whisky exports pushed above £1bn for the first time ever in 2017 which reflects the worldwide demand for Scotch whisky especially from the emerging markets of India and China, but also in the US. The traditional size of a spirits investment portfolio is between $130,000 and $13 million, making the market difficult for most investors to access.

 

Current market participants are limited to (i) personal wine and spirits collectors, (ii) fine wine and spirits retailers and (iii) fine wine and spirits managers who manage investor’s capital in portfolios. These market participants have limited outside participants through high initial investments, logistical challenges, and the need for industry expertise.

 

Our mission is to expand access and market participation to a broad range of wine and spirits enthusiasts and investors. Regulatory advancements have made it possible for the Company to offer investors the ability to invest in portfolios of fine wine and spirits. We think that both wine and spirits enthusiasts as well as savvy investors will be able to benefit from our diversified collections of selected wines. The Company does not anticipate to generate “Free Cash Flow” from the underlying assets, but may generate periodic income from the sale of a portion of the assets.  Most, if not all income will come at the end of the investment period (3-10 years) as assets are liquidated.

 

There are numerous methods to buy and sell the underlying assets. The primary buying methods are, (i) global and domestic wine and spirits merchants such as Bordeaux Index, (ii) global and domestic auction houses, such as Sotheby’s, K&L, and WineBid, and (iii) fine wine and spirits exchanges, such as the London International Vintner’s Exchange. The Company works with licensed wine merchants. Although, the Company does not currently participate in international exchanges, we believe that we may need to source wines from international merchants. In the event of an international purchase, we intend to store the wines in a bonded warehouse within the country of purchase. This limits the taxes and tariffs paid on the assets.

 

Our Manager will seek to sell assets within three to ten years; provided that the Manager reasonably believes that price at which the asset is being sold is at a price which represents a profitable return for the investors. Methods to sell the collections include, but are not limited to, (i) global and domestic merchants, (ii) global and domestic auction houses and (iii) wine & spirits exchanges. Although we currently do not operate an auction house or retailer, the Company may explore this option if the Manager believes such step would help recognize the best price for our Interest Holders.

 

Business of the Company

 

An investment in a series of the Company represents an investment in that particular series and thus indirectly in the underlying asset related to such series 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 assets related to that series described under “The underlying assets.”  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.


112



The Company’s core competency is the identification, acquisition, marketing and management of investment grade fine wines and spirits for the benefit of the Investors.  These investments into the Company and each series are promoted and marketed on the Vint Platform located at www.vint.co.  The Vint Platform provides a seamless, transparent and unassuming investment process as well as unique and enjoyable experiences that enhances the utility value of investing in these assets. The Company, with the support of the Manager and through the use of the Vint Platform, aims to provide:

 

-Investors with quality investments in a diverse portfolio of fine wines or spirits; 

-Asset sellers with greater market transparency and insights, lower transaction costs, increased liquidity, a seamless and convenient sale process, portfolio diversification and the ability to build equity positions in assets via the Interests issued to asset sellers in Offerings for Series Interests conducted through the Platform, as part of total purchase consideration to the asset sellers; and 

-Platform users with unique wine or spirits insights, research, and experiences. 

 

Our objective is to become the leading marketplace for investing in investment grade fine wine & spirits and, through the Vint Platform, to provide Investors with financial returns in a portfolio of fine wines or spirits commensurate with returns in individual fine wine or spirits assets, to enable deeper and more meaningful participation by fine wine or spirits enthusiasts in investing and to manage the collection in a manner that provides exemplary care to the assets and offers potential returns for investors.

 

Market Opportunity

 

We believe the overall macroeconomic environment remains favorable for high performing alternative asset classes, including fine wine and spirits. Interest rates are expected to remain moderate (albeit rising) across most developed economies and returns in traditional asset classes such as stocks and investment grade bonds may remain volatile. Covid-19 has exposed tremendous volatility in the public equity markets. Transparency continues to grow in the alternative asset industry and we believe the future for alternatives, including fine wine & spirits is promising.  In addition to the increased transparency generally across alternative asset classes, we believe that these factors will support the trend for investors to seek returns in alternative assets, which will continue to make these a more permanent component of investment strategies broadly.

 

The fine wine and spirits market is experiencing secular tailwinds. The market has emerged from a conservative past into a more accepting present. The global share of fine wine has transitioned away from Bordeaux and Burgundy. According to data from the London International Vintner’s Exchange, Bordeaux’s regional trade share on their exchange has decreased over the last 10 years. The regions that are gaining share from Bordeaux include, Italy, Rhone, Champagne, and other regions. The fine wine market is valued around $5 billion (Morgan Stanley). Since 2003, the London International Vintner’s Exchange 1000 (a good proxy for the fine wine market) has an annualized annual return (10 year rolling periods) of 7.61% with volatility of 1.46% (Cult Wines).

 

The spirits market exhibits similar characteristics to that of the fine wine market. As per Frank Knight, “A 580% rise over the past decade in Knight Frank’s Rare Whisky 100 Index, new direct flights between Edinburgh and Beijing, 40% annual growth in sales of Scotch to India and China, and a new record sale price of £1.2 million for a single bottle” all exemplify the strength of the investable spirits market. Bordeaux Index reports annual returns for the Icon 100 index of 18% from 2008 to 2019. The nature of the slow production and maturation of whisky makes it very tough to keep up with demand and bottles disappearing from the market are not being replaced quickly enough.

 

There are three primary places to buy fine wine and spirits. Merchants have the largest share of the market with an estimated 70% share of the market. Notable merchants include Berry Brothers, Farr Vintners, K&L, and Bordeaux Index. Auction houses are the second largest player in the secondary market with an estimated 25% share of the market. Finally, exchanges are the smallest player in the secondary market, with and estimated 5% of the market. The secondary market lacks pricing transparency. We utilize public pricing lists, price aggregators, and exchange data to determine a fair value estimate of the average market value. This lack of pricing transparency creates wide spreads in the market between comparable wines and spirits. We look to utilize these spreads to source wines and spirits at attractive valuations, thereby maximizing the potential upside for our investors.


113



Our Manager

 

The operating agreement designates the Manager as the managing member of the Company.  The Manager will generally not be entitled to vote on matters submitted to the holders of our interests.  The Manager will not have any distribution, redemption, conversion or liquidation rights by virtue of its status as manager.

 

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

 

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

 

See “Directors, Executive Officers and Significant Employees” for additional information regarding the Manager.

 

Advisory Board

 

The Manager is assembling an expert network of advisors with experience in relevant industries to serve on the Advisory Board to assist the Manager in identifying and acquiring fine wines & spirits, to assist our series manager in managing the underlying assets and to advise the Manager and certain other matters associated with our business and the various series. The Advisory Board currently has 3 individuals.

 

Operating Expenses

 

Upon the Closing, the Series will be responsible for the following costs and expenses attributable to the activities of the Company related to the Series (together, the “Operating Expenses”):

 

·any and all ongoing fees, costs and expenses incurred in connection with the management of the Underlying Asset, including import taxes, income taxes, transportation (other than transportation costs described in Acquisition Expenses), storage (including its allocable portion of property rental fees should the Manager decide to rent a property to store a number of underlying assets), security, valuation, custodial, marketing, maintenance and utilization of the Underlying Asset; 

·fees, costs and expenses incurred in connection with preparing any reports and accounts of the Series of Interests, including any blue sky filings required in certain states and any annual audit of the accounts of such Series of Interests (if applicable); 

·fees, costs and expenses of a third party registrar and transfer agent appointed in connection with the Series of Interests; 

·fees, costs and expenses incurred in connection with making any tax filings on behalf of the Series of Interests; 

·any indemnification payments; 

·any and all insurance premiums or expenses incurred in connection with the Underlying Asset, 


114



·any similar expenses that may be determined to be Operating Expenses, as determined by the Manager in its reasonable discretion. The Manager has agreed to pay and not be reimbursed for Operating Expenses incurred prior to the Closing. The Manager will bear its own expenses of an ordinary nature, including all costs and expenses on account of rent (other than for storage of the Underlying Asset), supplies, secretarial expenses, stationery, charges for furniture, fixtures and equipment, payroll taxes, remuneration and expenses paid to employees and utilities expenditures (excluding utilities expenditures in connection with the storage of the Underlying Asset). 

 

If the Operating Expenses exceed the amount of revenues generated from the Underlying Asset and cannot be covered by any Operating Expense reserves on the balance sheet of the Underlying Asset, the Manager may (a) pay such Operating Expenses and not seek reimbursement, (b) loan the amount of the Operating Expenses to the Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by the Series (an “Operating Expenses Reimbursement Obligation(s)”), and/or (c) issue additional Interests in the Series in order to cover such additional amounts.

 

Indemnification of our Manager

 

The operating agreement provides that none of the Manager, nor any current or former directors, officers, employees, partners, shareholders, members, controlling persons, agents or independent contractors of the Manager, members of the Advisory Board, nor persons acting at the request of the Company in certain capacities with respect to other entities will be liable to the Company, any series or any interest holders for any act or omission taken by them in connection with the business of the Company or any series that has not been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to constitute fraud, willful misconduct or gross negligence.

 

Each series will indemnify these persons out of its assets against all liabilities and losses (including amounts paid in respect of judgments, fines, penalties or settlement of litigation, including legal fees and expenses) to which they become subject by virtue of serving the Company or such series and with respect to any act or omission that has not been determined by a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to constitute fraud, willful misconduct or gross negligence.

 

Description of the Asset Management Agreement

 

Each series appoints the Manager to serve as series manager to manage the underlying assets related to such series pursuant to a series management agreement (“Series Agreement”). Except as set forth below and any guidance as may be established from time to time by the Manager or the Advisory Board, our series manager has sole authority and complete discretion over the care, custody, maintenance and management of each underlying asset and to take any action that it deems necessary or desirable in connection therewith. Our series manager is authorized on behalf of each series to, among other things:

 

·Together with members of the Advisory Board, creating the asset maintenance policies for the collection of assets; 

·Investigating, selecting, and, on behalf of the applicable series, engaging and conducting business with such persons as the Series Manager deems necessary to ensure the proper performance of its obligations under the Series Agreement, including but not limited to consultants, insurers, insurance agents, maintenance providers, storage providers and transportation providers and any and all persons acting in any other capacity deemed by the Series Manager necessary or desirable for the performance of any of the services under the Series Agreement; and 

·Developing standards for the transportation and care of the underlying assets. 

 

The Series Agreement will terminate on the earlier of: (i) one year after the date on which the relevant underlying assets have been liquidated and the obligations connected to the underlying assets (including, contingent obligations) have been terminated, (ii) the removal of the Manager as managing member of the series related to such assets, (iii) upon notice by one party to the other party of a party’s material breach of the asset management agreement or (iv) such other date as agreed between the parties to the asset management agreement.


115



Each series will indemnify our series manager and its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons, against all liabilities and losses (including amounts paid in respect of judgments, fines, penalties or settlement of litigation, including legal fees and expenses) to which such person may become subject in connection with any matter arising out of or in connection with the asset management agreement, except to the extent that any such losses result solely from the acts or omissions of such person that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such person’s fraud, willful misconduct or gross negligence.

 

Management Fee

 

There is no separate management fee. The Manager is compensated for its expenses and through a Sourcing Fee (unless waived by the Manager) fee from the gross offering proceeds of each series Offering as compensation for its efforts to identify and acquire series assets. The Manager’s compensation is discussed in the “Compensation of Manager” portion of this offering circular.

 

Asset selection

 

The Company targets a broad spectrum of assets globally in order to cater to a wide variety of tastes and investment strategies across the fine wine and spirits market. We source our wine and spirits using historic trends, projected trends, and a large database of metrics. We pursue acquisitions opportunistically on a global basis whenever we can leverage our industry specific knowledge, data analysis skills, or relationships to bring compelling investment opportunities to investors. It is our objective to acquire only the highest caliber assets (and to appropriately maintain, monitor and manage the collection to support its continued value appreciation and to enable respectful enjoyment and utilization by the investors.

 

We anticipate that our Advisory Board will assist in the identification of fine wine & spirits and in finding and identifying fine wine and spirits related service providers. This give the Company access to the highest quality assets and balanced information and decision making from information collected across a diverse set of constituents in the fine wine and spirits market, as well as a network of partners to ensure the highest standards of care for the underlying assets.

 

Our asset selection criteria were established by the Manager in consultation with members of our Advisory Board and are continually influenced by investor demand and current industry trends. The criteria are subject to change from time to time in the sole discretion of the Manager. Although we cannot guarantee positive investment returns on the assets we acquire, we endeavor to select assets that are projected to generate positive return on investment, primarily based upon the asset’s value appreciation potential. The Manager, along with our Advisory Board, will attempt to select assets with known ownership history, pre-purchase inspections, and other related records. The Manager, along with our Advisory Board, also considers the condition and grading of the assets, historical significance, provenance, the historical valuation of the specific asset or comparable assets and our ability to relocate the asset to our storage facilities. The Manager, together with the Advisory Board, will review asset selection criteria at least annually. The Manager will seek approval from the Advisory Board for any major deviations from these criteria. Through the Company’s network and Advisory Board, we believe that we are able to identify and acquire fine wines and spirits of the highest quality and known provenance, with the intent of driving returns for investors in the Series of Interests that owns the applicable asset. Concurrently, through the Vint Platform, we aim to bring together a significantly larger number of potential buyers with Asset Sellers than traditional auction houses or brokers are able to achieve. Through this process, we believe we can source and syndicate assets more efficiently than the traditional markets and with significantly lower transaction and holding costs.


116



Asset acquisition

 

The Company purchases the underlying assets for the Series through upfront purchases, purchase agreements, or purchase option agreements. The Company relies on the Manager for its asset selection criteria. The Manager relies upon market research and estimates of market value for the underlying assets through the network of price lists, www.winesearcher.com, auction houses, Bordeaux Index, and exchanges. The Manager’s sourcing process is designed to provide the Company options to acquire the wines at a reasonable price. The Company acquires the underlying assets from asset sellers with a combination of cash proceeds from the offering and, if elected, equity ownership in the series associated with the asset (as negotiated in the purchase for such fine wines) and the asset would be held by, or for the benefit of, the applicable series.

 

Asset Management

 

Once we acquire an asset, it is insured and then transported and warehoused in a climate-controlled, highly secure location. During our hold period, we monitor increases in market value and keep investors apprised any portfolio updates.

 

Our asset selection criteria were established by the Manager in consultation with members of our Advisory Board and are continually influenced by investor demand and current industry trends. The criteria are subject to change from time to time in the sole discretion of the Manager. Although we cannot guarantee positive investment returns on the assets we acquire, we endeavor to select assets that are projected to generate positive return on investment, primarily based upon the asset’s value appreciation potential. The Manager, together with the Advisory Board, will review asset selection criteria at least annually.

 

Through our network and Advisory Board, we believe that we are able to identify and acquire fine wines and spirits with the intent of driving returns for investors in the series of interests that owns the applicable asset. Concurrently, through the Vint Platform, we aim to bring together a significantly larger number of potential buyers with asset sellers than traditional auction houses or dealers are able to achieve. Through this process, we believe we can source and syndicate assets more efficiently than the traditional markets and with significantly lower transaction and holding costs.

 

Asset Liquidity

 

We intend to hold and manage all of the assets marketed on the Vint Platform for an average of two to ten years. Until such that time the Series assets are liquidated (i.e. by being sold),, liquidity for investors would only be obtained by transferring their interests in a series (although a secondary market does not currently exist and there can be no guarantee that a secondary market for any series of interests will ever develop or that the appropriate registrations to permit secondary trading will ever be obtained). However, should an offer to liquidate a collection or an asset materialize and be in the best interest of the investors, as determined by our series manager, our series manager together with the Advisory Board will consider the merits of such offers on a case-by-case basis and potentially sell the asset. Furthermore, should an asset become obsolete (e.g. lack investor demand for its interests) or suffer from a catastrophic event, our series manager may choose to sell the asset. As a result of a sale under any circumstances, our series manager would distribute the proceeds of such sale (together with any insurance proceeds in the case of a catastrophic event covered under the assets insurance contract) to the interest holders of the applicable series (after payment of any accrued liabilities or debt, including but not limited to balances outstanding under any obligation to reimburse any Operating Expenses related to an asset or the series at that time).

 

Employees

 

The Manager has eleven full-time employees.  The Manager also utilizes independent contractors and advisors to supplement its employee base. The Company does not have any employees.


117



 

Government Regulation

 

Regulation of the fine wine and spirits industry varies from jurisdiction to jurisdiction and state to state. In any jurisdictions or states in which the Company operates, it may be required to obtain licenses and permits to conduct business and will be subject to local laws and regulations, including, but not limited to, import and export regulations, laws and regulations involving sales, use, value-added and other indirect taxes. Claims arising out of actual or alleged violations of law could be asserted against the Company by individuals or governmental authorities and could expose the Company or each series of Interests to significant damages or other penalties, including revocation or suspension of the licenses necessary to conduct business and fines.

 

We source, store, and manage our underlying assets in the across the world. We use third party providers to assist in sourcing, storage, and management of the underlying assets.

 

We work with Bordeaux Index to manage international wine and spirits sourcing, storage, and insurance. Bordeaux Index is a fully licensed wine & spirits company in the United States and United Kingdom. Bordeaux Index provides sourcing assistance, storage, and sales channels, thus eliminating the need international licenses. The Manager and Company have acquired all licenses required to operate in the United States, and maintain a storage relationship with licensed storage in the United States.

 

The Manager and the Company have both received their Federal Basic Permit from the Alcohol and Tobacco Tax and Trade Bureau (TTB). This license allows the acquisition of wine at a commercial level and automatically renews annually. The Basic Permit allows the Manager and the Company to buy and sell wine at the wholesaler level. We may acquire state licensure, or sell our wine through registered brokers, merchants, or auction houses. Because the underlying assets are held as long term investments, neither the Manager nor the Company require or have obtained an Online Wine Retail License.

 

The Manager and the Company have an Online Retail License to sell spirits. The Manager has a relationship with international partners such as Bordeaux Index, Mark Littler LTD, and Octavian to manage investments in spirits. We may acquire additional state licensure, or sell our spirits through registered brokers, merchants, or auction houses.

 

Legal Proceedings

 

None of the Company, any series, the Manager, our series manager or any director or executive officer of the Manager is presently subject to any material legal proceedings.

 

Allocations of Expenses

 

To the extent relevant, Offering Expenses, Acquisition Expenses, Operating Expenses, revenue generated from underlying assets and any indemnification payments made by the Company will be allocated amongst the various interests in accordance with the Manager’s allocation policy, a copy of which is available to investors upon written request to the Manager. The allocation policy requires the Manager to allocate items that are allocable to a specific series to be borne by, or distributed to (as applicable), the applicable series. If, however, an item is not allocable to a specific series but to the Company in general, it will be allocated pro rata based on the value of underlying assets or the number of interests, as reasonably determined by the Manager or as otherwise set forth in the allocation policy. By way of example, as of the date hereof it is anticipated that revenues and expenses will be allocated as follows:


118



Revenue or Expense Item

 

Details

 

Allocation Policy (if revenue or expense is not clearly allocable to a specific underlying asset)

Revenue

 

Revenue from sale of an asset

 

Allocable pro rata to the value of each underlying asset

 

Offering Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Filing expenses related to submission of regulatory paperwork for a series

 

 

Allocable pro rata to the number of underlying assets

 

(Note – the Manager has agreed, for each current series offering, to assume, and not be reimbursed for, offering expenses incurred by the series).

 

 

Legal expenses related to the submission of regulatory paperwork for a series

 

 

 

 

Audit and accounting work related to the regulatory paperwork or a series

 

 

 

 

Escrow facilitator fees for the administration of escrow accounts related to the offering

 

 

 

 

Compliance work including diligence related to the preparation of a series

 

 

 

Acquisition Expense

 

Transportation of underlying asset as at time of acquisition

 

Allocable pro rata to the number of underlying assets


119



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

Indemnification Payments

 

 

Insurance of underlying asset as at time of acquisition

 

 

 

 

Preparation of marketing materials

 

 

 

 

Pre-purchase inspection

 

 

 

 

Interest expense in the case an underlying asset was pre-purchased us prior to the closing of an offering through a loan

 

 

 

 

Storage

 

 

 

 

Security (e.g., surveillance and patrols)

 

 

 

 

Custodial fees

 

 

 

 

Appraisal and valuation fees

 

 

 

 

 

Insurance

 

Allocable pro rata to the value of each underlying asset

 

Maintenance

 

 

 

 

Ongoing reporting requirements (e.g. Reg A+ or Exchange Act reporting)

 

 

 

 

Audit, accounting and bookkeeping related to the reporting requirements of the series

 

 

 

 

 

 

 

Indemnification payments under the operating agreement

 

Allocable pro rata to the value of each underlying asset

 

Notwithstanding the foregoing, the Manager may revise and update the allocation policy from time to time in its reasonable discretion without further notice to investors.

 

DESCRIPTION OF PROPERTY

 

The Manager intends to operate the Company and manage the collection in a manner that will focus on the ongoing security of all Underlying Assets. The Manager will store the Underlying Asset, along with other assets in a professional facility and in accordance with standards commonly expected when managing fine wines of equivalent value and always as recommended by the Advisory Board.

 

The Manager stores the Underlying Assets within the Domaine Wine Storage network of storage locations. In addition to the Domaine Storage facility, the Manager stores wines in the Bordeaux Index Storage facility in the United Kingdom. Bordeaux Index emphasizes perfect conditions, controlled humidity & temperature, full stock insurance, high security, and quality control from their team. Bordeaux Index client reserves are stored in the Colerne Reserve, a state of the art wine storage facility operated on our behalf by Octavian.  If unable to store in the Domaine network or Bordeaux Index Storage the Manager will store the Underlying Assets in a licensed wine or spirits storage facility.

 

The Manager and the Series Manager is located at 1717 E. Cary St., Richmond, VA 23223.and presently has two employees. The Company does not have any employees.

 

Apart from such offices and the contract storage locations for the wine and spirits assets, the Company has no other principal plants, physical locations, or interests in real property. Such facilities are adequate and suited to the Company’s needs. In particular, the flexibility of multiple location options, and the ability to scale capacity as needed for the contract storage facilities will be a cost-efficient way of serving the Company’s growing needs. At present, the Company has leased a 28-case wine locker on Connecticut Avenue Northwest, in Washington, DC from industry leader Domaine Wine Storage, and maintains a storage relationship with Bordeaux Index and their Octavian storage facility.


120



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

 

The following discussion of our financial condition and results of operations for the fiscal years ended December 31, 2022 and 2021 and six month periods ended June 30, 2023 and 2022 should be read in conjunction with ourfinancial statements and the related notes included in this offering circular.

 

The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.

 

Overview

 

The Company was formed June 16, 2020 with the intention to acquire investment grade fine wine and spirits. We believe that these fine wine and spirits collections are highly stable assets with low historic volatility, and that low historic volatility does not limit the potential for upside returns in the fine wine market. Over the long term, fine wine has shown strong annual returns. For example, as per Cult Wines, the Liv-Ex 1000 has returned over 7% annually, on a rolling 10-year basis, with a volatility of 1.46%. Further, Forbes reports that “Fine Wine Investing Counters Volatility of ‘Stock-Dominated’ Portfolios”, and the S&P Global Market Intelligence site has noted recently that “Fine wine is one of the few luxury goods that has withstood the severe hit to assets triggered by the coronavirus pandemic.” As per the Frank Knight 2019 Wealth Report, A 580% rise over the past decade in Knight Frank’s Rare Whisky 100 Index, new direct flights between Edinburgh and Beijing, 40% annual growth in sales of Scotch to India and China, and a new record sale price of £1.2 million for a single bottle”

 

Since its formation in June 2020, the Company, through its Manager, has been engaged primarily in acquiring a collection of investment grade fine wine and spirits, and developing the financial, offering and other materials to begin fundraising. We believe we are considered to be a development stage company, since we are devoting substantially w all of our efforts to establishing our business and planned principal operations have only recently commenced.

 

To date, we have established over 90 Series that have acquired various investment grade fine wine and spirits, and have made a total of $356,787.83 in distributions to investors in our Series.

 

Operating Results For The Years Ended December 31, 2022 and 2021

 

Revenues

 

Revenues are generated at the Series level. Subsequent to December 31, 2022, $98,048.60 in revenues has been generated by our Series in total. During the year ended December 31, 2022, six (6) Series of our Company generated combined total revenues of $285,215.96. The Company’s Series did not generate any revenues during the year ended December 31, 2021. The Company’s Series did not generate any revenues during the year ended December 31, 2021.

 

Operating Expenses

 

Operating expenses are incurred at the Series level. From inception, the Company and the Series have financed their business activities through capital contributions from the Manager to the Company and the individual Series. The Company and each Series expect to continue to have access to ample capital financing from the Manager going forward. Until such time as the Series have the capacity to generate cash flows from operations, the Manager may cover any operating deficits through additional capital contributions or the issuance of additional Interests in any individual Series, as required. In addition, parts of the proceeds of future offerings may be used to create reserves for future operating expenses for individual Series at the sole discretion of the Manager.

 

Aggregate operating expenses incurred by each Series during the year ended December 31, 2022 were $389,186.00, as compared to $84,151 in total operating expenses in December 31, 2021. The significant increase in operating expenses in 2022 compared to 2021 is the primarily the result of a significant increase in the number of Series of our Company that conducted offerings and acquired underlying assets in 2022 compared to 2021. During the year ended December 31, 2022, the Company authorized thirty (30) Series, and the Manager received certain Sourcing Fees of $357,256.00, as compared to the year ended December 31, 2021, where the Company authorized sixteen (16) Series, and the Manager received certain Sourcing Fees of $73,505.


121



Operating expenses incurred by Series during the years ended December 31, 2022 and 2021 were comprised of the storage and insurance, Sourcing Fees (and series interests issued to the Manager), and broker-dealer expenses paid to the Manager, as summarized in the tables below.

 

Series

Revenue ($)

Cost of Goods Sold

Expenses

Net Income / (Loss) ($)

Storage and Insurance ($)

Broker-Dealer ($)

Sourcing Fee and Interests to Manager ($)

VV-0001

56,200

40,961

0

0

0

15,239

VV-BDX

0

0

 

0

0

0

VV-BOWCK

130,305

84,000

0

0

0

46,305

VV-CHAM

68,638

49,098

0

0

0

19,540

VV-DRC

0

0

0

0

0

0

VV-FUTUR

0

0

0

0

0

0

VV-MACAL

0

0

0

0

0

0

VV-PNST

0

0

0

0

0

0

VV-SPAN

0

0

0

0

0

0

VV-STEML

0

0

0

0

0

0

VV-SUPR

0

0

0

0

0

0

VV-NAPA

19,500

11,472

0

1,420

12,267

-5,659

VV-RHONE

0

0

0

1,530

13,169

-14,699

VV-PTRS

0

0

0

290

2,324

-2,614

VV-JPWY

0

0

0

1,870

16,451

-18,321

VV-PDMT

0

0

0

1,545

13,228

-14,773

VV-ROSE

0

0

0

995

8,949

-9,944

VV-BOD10

0

0

0

410

3,571

-3,981

VV-WBURG

0

0

0

1,380

12,023

-13,403

VV-GERM

10,573

6,559

0

530

4,859

-1,375

VV-LAF10

0

0

0

1,210

11,305

-12,515

VV-MACAL50

0

0

0

1,150

9,895

-11,045

VV-JYFT

0

0

0

240

3,400

-3,640

VV-GPS

0

0

0

1,290

18,967

-20,257

VV-BDMA

0

0

0

430

4,444

-4,874

VV-CDCV

0

0

0

380

4,132

-4,512

VV-DRCH

0

0

0

530

5,173

-5,703

VV-MR19

0

0

0

280

4,209

-4,489

VV-SCRV

0

0

0

1,310

11,396

-12,706

VV-BDXM1

0

0

0

2,000

27,662

-29,662

VV-CB100

0

0

0

570

6,529

-7,099

VV-JSCV

0

0

0

610

6,679

-7,289

VV-KGC1

0

0

0

750

6,952

-7,702

VV-LR15

0

0

0

700

12,685

-13,385

VV-PFGV

0

0

0

820

11,437

-12,257

VV-BDX2K

0

0

0

0

0

0

VV-BXEP21

0

0

0

0

0

0

VV-CDVM

0

0

0

1,000

13,016

-14,016

VV-CHBL1

0

0

0

300

3,654

-3,954

VV-DRC15

0

0

0

760

6,748

-7,508

VV-DRCRC1

0

0

0

1,000

9,021

-10,021

VV-KGC2

0

0

0

1,580

20,988

-22,568

VV-MACAL2

0

0

0

1,050

12,969

-14,019

VV-MACAL3

0

0

0

1,300

19,612

-20,912


122



VV-MVRM

0

0

0

1,550

24,637

-26,187

VV-POM1

0

0

0

1,100

14,905

-16,005

TOTAL OPERATING RESULTS

-

-

0

31,880

357,256

-296,010

 

Operating Results for the year ended December 31, 2021

Series

Revenue ($)

Expenses

Net Income / (Loss) ($)

Storage and Insurance ($)

Broker-Dealer ($)

Sourcing Fee

and Interests to Manager ($)

VV-0001

0

2,148

2,891

(5,039)

VV-BDX

0

850

6,905

(7,755)

VV-BOWCK

0

0

940

7,462

(8,402)

VV-CHAM

0

0

730

5,847

(6,577)

VV-DRC

0

0

1,370

11,736

(13,106)

VV-FUTUR

0

0

1,120

8,722

(9,842)

VV-MACAL

0

0

850

7,305

(8,155)

VV-PNST

0

0

460

4,312

(4,772)

VV-SPAN

0

0

840

6,932

(7,772)

VV-STEML

0

0

645

5,766

(6,411)

VV-SUPR

0

0

693

5,627

(6,320)

VV-NAPA

0

0

0

0

0

VV-RHONE

0

0

0

0

0

VV-PTRS

0

0

0

0

0

VV-JPWY

0

0

0

0

0

VV-PDMT

0

0

0

0

0

TOTAL OPERATING EXPENSES

0

2,148

8,498

73,505

(84,151)

 

During the years ended December 31, 2022 and 2021, each individual Series listed in the table below became responsible for its own operating expenses at the close of its respective offering. Pre-closing operating expenses of a Series were incurred on the books of the Company, and post-closing operating expenses of a Series were incurred and recorded on the books of the Series. Our Manager has agreed to pay and not be reimbursed for operating expenses incurred prior to the closing of each Series offering.


123



Acquisition Expenses

 

The following table summarizes the acquisition expenses by the Series which have completed their offerings during the years ended December 31, 2022 and 2021.

 

Acquisition Expenses (Cost of Collectible Assets)

Year Ended
December 31, 2022

($)

Year Ended
December 31, 2021

($)

VV-0001

0

40,961.00

VV-PNST

0

40,000.00

VV-SUPR

0

63,800.00

VV-CHAM

0

65,000.00

VV-STEML

0

56,800.00

VV-MACAL

0

75,400.00

VV-BOWCK

0

84,000.00

VV-FUTUR

0

100,254.00

VV-BDX

0

75,800.00

VV-SPAN

0

74,800.00

VV-DRC

0

151,565.00

VV-PTRS

0

25,893.00

VV-NAPA

114,427.00

0

VV-RHONE

135,700.00

0

VV-JPWY

165,500.00

0

VV-PDMT

137,100.00

0

VV-ROSE

36,322.00

0

VV-BOD10

87,864.00

0

VV-WBURG

122,251.00

0

VV-GERM

40,151.00

0

VV-LAF10

106,428.00

0

VV-MACAL50

102,000.00

0

VV-JYFT

20,000.00

0

VV-GPS

106,550.00

0

VV-BDMA

37,395.00

0

VV-CDCV

32,842.00

0

VV-DRCH

46,396.00

0

VV-MR19

23,035.00

0

VV-SCRV

116,067.00

0

VV-BDXM1

166,938.00

0

VV-CB100

48,932.00

0

VV-JSCV

52,674.00

0

VV-KGC1

66,022.00

0

VV-LR15

55,425.00

0

VV-PFGV

68,350.00

0

VV-BDX2K

0

0

VV-BXEP21

0

0

VV-CDVM

84,284.00

0

VV-CHBL1

25,536.00

0

VV-DRC15

67,200.00

0

VV-DRCRC1

88,279.00

0

VV-KGC2

132,746.00

0

VV-MACAL2

89,196.00

0

VV-MACAL3

106,878.00

0

VV-MVRM

126,178.00

0

VV-POM1

92,125.00

0


124



In total, for the year ended December 31, 2022, the Series reimbursed the Manager a total of $2,700,791 in acquisition expenses for the cost of the collectible assets held by the Series. 

 

Subsequent to December 31, 2022, the following offerings have closed and incurred acquisition expenses.

 

Series Name

Acquisition Expenses

VV-MARG1

$81,722.00

VV-BXEP21

$193,198.00

VV-BDX2K

$146,390.00

VV-BOW50

$37,500.00

VV-CCC1

$72,283.00

VV-DRCH17

$73,650.00

VV-MACFC

$54,050.00

VV-RTBC

$84,178.00

VV-TLC1

$65,870.00

VV-DL19

$52,632.00

VV-HAWV

$46,650.00

VV-LAF19

$37,200.00

VV-SAIC

$51,916.00

VV-DP08

$71,996.00

VV-DRCH14

$63,700.00

VV-KGC3

$78,000.00

VV-KGC4

$42,250.00

VV-MACAL4

$56,216.00

 

Net Loss

 

As a result of the cumulative effect of the foregoing factors, a total net loss of $296,010.28 was incurred for the year ended December 31, 2022 by all of the Series on a collective basis – a significant increase in net loss compared to a net loss of $84,151 for the year ended December 31, 2021.

 

Operating Results For the Six Months Ended June 30, 2023 and 2022

 

Revenues

 

Revenues are generated at the Series level. During the six months ended June 30, 2023, the Company authorized thirty-four (34) Series. For the six months ended June 30, 2023, five (5) Series – VV-SUPR, VV-BDX, VV-SPAN, VV-CHBL1, and VV-DRCH17 – generated revenues of $94,631.52 from the sale (partial and/or full) of underlying assets held by those Series.

 

Revenue generated during the six months ended June 30, 2023 by each Series that generated revenues during this period are set forth in the table below.


125



Series Name

Revenue
(During the Six
Months
Ended June 30, 2023)

VV-SUPR

$22,320.00

VV-BDX

$31,200.00

VV-SPAN

$15,300.00

VV-CHBL1

$7,201.08

VV-DRCH17

$18,610.44

Total

$94,631.52

 

The above revenues represent a significant increase in revenues compared to revenues generated during the six months ended June 30, 2022. During the six months ended June 30, 2022, the Company authorized thirteen (13) Series, for a total of twenty-nine (29) Series authorized as of June 30, 2022.  For the six months ended June 30, 2022, one Series – VV-CHAM – generated revenues of $22,487.97 from a partial sale of underlying assets.  

 

Subsequent to June 30, 2023, our Series have not generated additional revenues as of the date of this offering circular.

 

Cost of Goods Sold and Gross Profit.

 

Cost of Goods Sold is comprised of the price paid for the assets sold by our Series. For the six months ended June 30, 2023, our Series incurred Cost of Goods Sold of $66,148.07, resulting in Gross Profits of $28,483.45; and for the six months ended June 30, 2022, Cost of Goods Sold incurred by our Series was 18,349.40, which resulted in $4,138.57 in Gross Profits for that period.

 

Operating Expenses

 

Operating expenses are incurred at the Series level. From inception, the Company and the Series have financed their business activities through capital contributions from the Manager to the Company and the individual Series. The Company and each Series expect to continue to have access to ample capital financing from the Manager going forward. Until such time as the Series have the capacity to generate cash flows from operations, the Manager may cover any operating deficits through additional capital contributions or the issuance of additional Interests in any individual Series, as required. In addition, parts of the proceeds of future offerings may be used to create reserves for future operating expenses for individual Series at the sole discretion of the Manager.

 

Total operating expenses incurred by the Series during the six months ended June 30, 2023 and 2022 are summarized in the table below.

 

Operating Expenses

Six Month Period Ended June 30, 2023

Six Month Period Ended June 30, 2022

Broker Dealer Expenses

$26,775

$11,080

Interests Issued to Manager

$13,388

$5,539

Storage & Maintenance

$0

$0

Shipping & Transportation

$0

$0

Insurance

$0

$0

Sourcing Fee

$395,995

$102,301

Total Operating Expenses

$436,158

$118,920

 

The significant increase in operating expenses for the six months ended June 30, 2023 compared to the same period in 2022 is the primarily the result of a significant increase in the number of Series of our Company that conducted offerings and acquired underlying assets during the six months ended June 30, 2023 compared to the same period in 2022, which led to a significant increase in Sourcing Fees earned by the Manager (as well as interests issued to the Manager) during the six months ended June 30, 2023 as compared to the prior period.

 

As of June 30, 2023, each individual Series listed in the tables below is responsible for its own operating expenses. A Series becomes responsible for its own operating expenses at the close of its respective offering. Pre-closing operating expenses of a Series were incurred on the books of the Company, and post-closing operating expenses of a Series were


126



incurred and recorded on the books of the Series. Our Manager has agreed to pay and not be reimbursed for operating expenses incurred prior to the closing of each Series offering.

 

The following tables summarize the amount of operating expenses incurred by each Series of the Company for the six month periods ended June 30, 2023 and 2022.

 

Broker Dealer
Expenses

Six Month
Period Ended
June 30, 2023

Six Month
Period Ended
June 30, 2022

VV-0001

$0

$0

VV-PNST

$0

$0

VV-SUPR

$0

$0

VV-CHAM

$0

$0

VV-STEML

$0

$0

VV-MACAL

$0

$0

VV-BOWCK

$0

$0

VV-FUTUR

$0

$0

VV-BDX

$0

$0

VV-SPAN

$0

$0

VV-DRC

$0

$0

VV-NAPA

$0

$1,420

VV-RHONE

$0

$1,530

VV-PDMT

$0

$1,545

VV-JPWY

$0

$1,870

VV-PTRS

$0

$290

VV-ROSE

$0

$410

VV-BOD10

$0

$995

VV-WBURG

$0

$0

VV-GERM

$0

$0

VV-LAF10

$0

$1,210

VV-MACAL50

$0

$0

VV-JYFT

$0

$240

VV-GPS

$0

$1,290

VV-BDMA

$0

$0

VV-CDCV

$0

$0

VV-DRCH

$0

$0

VV-MR19

$0

$280

VV-SCRV

$0

$0

VV-BDXM1

$0

$0

VV-CB100

$0

$0

VV-JSCV

$0

$0

VV-KGC1

$0

$0

VV-LR15

$0

$0

VV-PFGV

$0

$0

VV-BDX2K

$1,760

$0

VV-BXEP21

$2,300

$0

VV-CDVM

$0

$0

VV-CHBL1

$0

$0

VV-DRC15

$0

$0

VV-DRCRC1

$0

$0

VV-KGC2

$0

$0

VV-MACAL2

$0

$0

VV-MACAL3

$0

$0

VV-MVRM

$0

$0

VV-POM1

$0

$0

VV-BOW50

$600

$0

VV-CCC1

$870

$0


127



VV-DL19

$630

$0

VV-DRCH17

$880

$0

VV-HAWV

$530

$0

VV-LAF19

$460

$0

VV-MACFC

$660

$0

VV-MARG1

$980

$0

VV-RTBC

$1,020

$0

VV-SAIC

$680

$0

VV-TLC1

$790

$0

VV-BOW2

$560

$0

VV-DP08

$850

$0

VV-DRC09

$1,050

$0

VV-DRCH14

$720

$0

VV-DRCH19

$1,940

$0

VV-ITRC

$730

$0

VV-KCSK

$3,150

$0

VV-KGC3

$860

$0

VV-KGC4

$640

$0

VV-MACAL4

$800

$0

VV-YAM1

$390

$0

VV-BOMA

$700

$0

VV-CHJC

$0

$0

VV-GUGL1

$610

$0

VV-HBC1

$0

$0

VV-HIB1

$0

$0

VV-KGC5

$0

$0

VV-LAT1

$0

$0

VV-LBV1

$1,020

$0

VV-RBV1

$0

$0

VV-SCC1

$595

$0

VV-SPAN2

$0

$0

VV-KGC6

$0

$0

 


128



Interests Issued
to Manager

Six Month
Period Ended
June 30, 2023

Six Month
Period Ended
June 30, 2022

VV-0001

$0

$0

VV-PNST

$0

$0

VV-SUPR

$0

$0

VV-CHAM

$0

$0

VV-STEML

$0

$0

VV-MACAL

$0

$0

VV-BOWCK

$0

$0

VV-FUTUR

$0

$0

VV-BDX

$0

$0

VV-SPAN

$0

$0

VV-DRC

$0

$0

VV-NAPA

$0

$710

VV-RHONE

$0

$765

VV-PDMT

$0

$772

VV-JPWY

$0

$935

VV-PTRS

$0

$145

VV-ROSE

$0

$205

VV-BOD10

$0

$497

VV-WBURG

$0

$0

VV-GERM

$0

$0

VV-LAF10

$0

$605

VV-MACAL50

$0

$0

VV-JYFT

$0

$120

VV-GPS

$0

$645

VV-BDMA

$0

$0

VV-CDCV

$0

$0

VV-DRCH

$0

$0

VV-MR19

$0

$140

VV-SCRV

$0

$0

VV-BDXM1

$0

$0

VV-CB100

$0

$0

VV-JSCV

$0

$0

VV-KGC1

$0

$0

VV-LR15

$0

$0

VV-PFGV

$0

$0

VV-BDX2K

$880

$0

VV-BXEP21

$1,150

$0

VV-CDVM

$0

$0

VV-CHBL1

$0

$0

VV-DRC15

$0

$0

VV-DRCRC1

$0

$0

VV-KGC2

$0

$0

VV-MACAL2

$0

$0

VV-MACAL3

$0

$0

VV-MVRM

$0

$0

VV-POM1

$0

$0

VV-BOW50

$300

$0

VV-CCC1

$435

$0

VV-DL19

$315

$0

VV-DRCH17

$440

$0

VV-HAWV

$265

$0

VV-LAF19

$230

$0

VV-MACFC

$330

$0

VV-MARG1

$490

$0


129



VV-RTBC

$510

$0

VV-SAIC

$340

$0

VV-TLC1

$395

$0

VV-BOW2

$280

$0

VV-DP08

$425

$0

VV-DRC09

$525

$0

VV-DRCH14

$360

$0

VV-DRCH19

$970

$0

VV-ITRC

$365

$0

VV-KCSK

$1,575

$0

VV-KGC3

$430

$0

VV-KGC4

$320

$0

VV-MACAL4

$400

$0

VV-YAM1

$195

$0

VV-BOMA

$350

$0

VV-CHJC

$0

$0

VV-GUGL1

$305

$0

VV-HBC1

$0

$0

VV-HIB1

$0

$0

VV-KGC5

$0

$0

VV-LAT1

$0

$0

VV-LBV1

$510

$0

VV-RBV1

$0

$0

VV-SCC1

$298

$0

VV-SPAN2

$0

$0

VV-KGC6

$0

$0

 

Storage & Maintenance,
Shipping & Transportation,
and Insurance

Six Month Period Ended June 30, 2023

Six Month
Period Ended
June 30, 2022

VV-0001

$0

$0

VV-PNST

$0

$0

VV-SUPR

$0

$0

VV-CHAM

$0

$0

VV-STEML

$0

$0

VV-MACAL

$0

$0

VV-BOWCK

$0

$0

VV-FUTUR

$0

$0

VV-BDX

$0

$0

VV-SPAN

$0

$0

VV-DRC

$0

$0

VV-NAPA

$0

$0

VV-RHONE

$0

$0

VV-PDMT

$0

$0

VV-JPWY

$0

$0

VV-PTRS

$0

$0

VV-ROSE

$0

$0

VV-BOD10

$0

$0

VV-WBURG

$0

$0

VV-GERM

$0

$0

VV-LAF10

$0

$0

VV-MACAL50

$0

$0

VV-JYFT

$0

$0

VV-GPS

$0

$0

VV-BDMA

$0

$0

VV-CDCV

$0

$0

VV-DRCH

$0

$0


130



VV-MR19

$0

$0

VV-SCRV

$0

$0

VV-BDXM1

$0

$0

VV-CB100

$0

$0

VV-JSCV

$0

$0

VV-KGC1

$0

$0

VV-LR15

$0

$0

VV-PFGV

$0

$0

VV-BDX2K

$0

$0

VV-BXEP21

$0

$0

VV-CDVM

$0

$0

VV-CHBL1

$0

$0

VV-DRC15

$0

$0

VV-DRCRC1

$0

$0

VV-KGC2

$0

$0

VV-MACAL2

$0

$0

VV-MACAL3

$0

$0

VV-MVRM

$0

$0

VV-POM1

$0

$0

VV-BOW50

$0

$0

VV-CCC1

$0

$0

VV-DL19

$0

$0

VV-DRCH17

$0

$0

VV-HAWV

$0

$0

VV-LAF19

$0

$0

VV-MACFC

$0

$0

VV-MARG1

$0

$0

VV-RTBC

$0

$0

VV-SAIC

$0

$0

VV-TLC1

$0

$0

VV-BOW2

$0

$0

VV-DP08

$0

$0

VV-DRC09

$0

$0

VV-DRCH14

$0

$0

VV-DRCH19

$0

$0

VV-ITRC

$0

$0

VV-KCSK

$0

$0

VV-KGC3

$0

$0

VV-KGC4

$0

$0

VV-MACAL4

$0

$0

VV-YAM1

$0

$0

VV-BOMA

$0

$0

VV-CHJC

$0

$0

VV-GUGL1

$0

$0

VV-HBC1

$0

$0

VV-HIB1

$0

$0

VV-KGC5

$0

$0

VV-LAT1

$0

$0

VV-LBV1

$0

$0

VV-RBV1

$0

$0

VV-SCC1

$0

$0

VV-SPAN2

$0

$0

VV-KGC6

$0

$0


131



Sourcing Fees

Six Month
Period Ended
June 30, 2023

Six Month
Period Ended
June 30, 2022

VV-0001

$0

$0

VV-PNST

$0

$0

VV-SUPR

$0

$0

VV-CHAM

$0

$0

VV-STEML

$0

$0

VV-MACAL

$0

$0

VV-BOWCK

$0

$0

VV-FUTUR

$0

$0

VV-BDX

$0

$0

VV-SPAN

$0

$0

VV-DRC

$0

$0

VV-NAPA

$0

$11,557

VV-RHONE

$0

$12,404

VV-PDMT

$0

$12,456

VV-JPWY

$0

$15,516

VV-PTRS

$0

$2,179

VV-ROSE

$0

$3,366

VV-BOD10

$0

$8,452

VV-WBURG

$0

$0

VV-GERM

$0

$0

VV-LAF10

$0

$10,700

VV-MACAL50

$0

$0

VV-JYFT

$0

$3,280

VV-GPS

$0

$18,322

VV-BDMA

$0

$0

VV-CDCV

$0

$0

VV-DRCH

$0

$0

VV-MR19

$0

$4,069

VV-SCRV

$0

$0

VV-BDXM1

$0

$0

VV-CB100  

$0

$0

VV-JSCV  

$0

$0

VV-KGC1  

$0

$0

VV-LR15  

$0

$0

VV-PFGV  

$0

$0

VV-BDX2K  

$23,978

$0

VV-BXEP21  

$29,442

$0

VV-CDVM  

$0

$0

VV-CHBL1  

$0

$0

VV-DRC15  

$0

$0

VV-DRCRC1  

$0

$0

VV-KGC2  

$0

$0

VV-MACAL2  

$0

$0

VV-MACAL3  

$0

$0

VV-MVRM  

$0

$0

VV-POM1  

$0

$0

VV-BOW50  

$20,580

$0

VV-CCC1  

$11,933

$0

VV-DL19  

$8,352

$0

VV-DRCH17  

$11,534

$0

VV-HAWV  

$4,654

$0

VV-LAF19  

$7,328

$0

VV-MACFC  

$9,838

$0

VV-MARG1  

$13,142

$0


132



VV-RTBC  

$14,558

$0

VV-SAIC  

$13,908

$0

VV-TLC1  

$10,602

$0

VV-BOW2  

$15,036

$0

VV-DP08  

$10,284

$0

VV-DRC09  

$11,160

$0

VV-DRCH14  

$5,996

$0

VV-DRCH19  

$21,986

$0

VV-ITRC  

$11,889

$0

VV-KCSK  

$52,275

$0

VV-KGC3  

$5,248

$0

VV-KGC4  

$19,702

$0

VV-MACAL4  

$21,224

$0

VV-YAM1  

$8,298

$0

VV-BOMA  

$5,580

$0

VV-CHJC  

$0

$0

VV-GUGL1  

$8,142

$0

VV-HBC1  

$0

$0

VV-HIB1  

$0

$0

VV-KGC5  

$0

$0

VV-LAT1  

$0

$0

VV-LBV1  

$13,902

$0

VV-RBV1  

$0

$0

VV-SCC1

$5,424

$0

VV-SPAN2

$0

$0

VV-KGC6

$0

$0

 

Acquisition Expenses (Cost of Collectible Assets)

 

The following table summarizes the acquisition expenses by the Series which have completed their offerings during the six months ended June 30, 2023 and 2022.

 

Acquisition Expenses
(Cost of Collectible Assets)

Six Months Ended
June 30, 2023 ($)

Six Months Ended
June 30, 2022 ($)

VV-0001

$0

$0

VV-PNST

$0

$0

VV-SUPR

$0

$0

VV-CHAM

$0

$0

VV-STEML

$0

$0

VV-MACAL

$0

$0

VV-BOWCK

$0

$0

VV-FUTUR

$0

$0

VV-BDX

$0

$0

VV-SPAN

$0

$0

VV-DRC

$0

$0

VV-NAPA

$0

$125,900

VV-RHONE

$0

$135,700

VV-PDMT

$0

$137,100

VV-JPWY

$0

$165,500

VV-PTRS

$0

$25,893

VV-ROSE

$0

$36,322

VV-BOD10

$0

$87,864

VV-WBURG

$0

$0

VV-GERM

$0

$0

VV-LAF10

$0

$106,428

VV-MACAL50

$0

$0

VV-JYFT

$0

$20,000


133



VV-GPS

$0

$106,550

VV-BDMA

$0

$0

VV-CDCV

$0

$0

VV-DRCH

$0

$0

VV-MR19

$0

$23,035

VV-SCRV

$0

$0

VV-BDXM1

$0

$0

VV-CB100

$0

$0

VV-JSCV

$0

$0

VV-KGC1

$0

$0

VV-LR15

$0

$0

VV-PFGV

$0

$0

VV-BDX2K

$146,390

$0

VV-BXEP21

$193,198

$0

VV-CDVM

$0

$0

VV-CHBL1

$0

$0

VV-DRC15

$0

$0

VV-DRCRC1

$0

$0

VV-KGC2

$0

$0

VV-MACAL2

$0

$0

VV-MACAL3

$0

$0

VV-MVRM

$0

$0

VV-POM1

$0

$0

VV-BOW50

$37,500

$0

VV-CCC1

$72,283

$0

VV-DL19

$52,632

$0

VV-DRCH17

$73,650

$0

VV-HAWV

$46,650

$0

VV-LAF19

$37,200

$0

VV-MACFC

$54,050

$0

VV-MARG1

$81,722

$0

VV-RTBC

$84,178

$0

VV-SAIC

$51,916

$0

VV-TLC1

$65,870

$0

VV-BOW2

$39,172

$0

VV-DP08

$71,996

$0

VV-DRC09

$90,480

$0

VV-DRCH14

$63,700

$0

VV-DRCH19

$165,806

$0

VV-ITRC

$58,775

$0

VV-KCSK

$258,000

$0

VV-KGC3

$78,000

$0

VV-KGC4

$42,250

$0

VV-MACAL4

$56,216

$0

VV-YAM1

$29,454

$0

VV-BOMA

$62,180

$0

VV-CHJC

$0

$0

VV-GUGL1

$50,906

$0

VV-HBC1

$0

$0

VV-HIB1

$0

$0

VV-KGC5

$0

$0

VV-LAT1

$0

$0

VV-LBV1

$84,834

$0

VV-RBV1

$0

$0

VV-SCC1

$52,172

$0

VV-SPAN2

$0

$0

VV-KGC6

$0

$0


134



In total, for the six months ended June 30, 2023, the Series reimbursed the Manager a total of $2,201,180 in acquisition expenses for the cost of the collectible assets held by the Series. 

 

Subsequent to June 30, 2023, the following offerings have closed and incurred acquisition expenses.

 

Series Name

Acquisition Expenses

VV-CHJC

$59,226

VV-HBC1

$104,120

VV-HIB1

$52,858

VV-KGC5

$45,900

VV-LAT1

$71,232

VV-RBV1

$79,968

VV-SPAN2

$61,164

VV-KGC6

$55,000

VV-AMW1

$107,126

VV-CALC1

$86,893

VV-GCW1

$44,868

VV-HCC1

$96,000

VV-MACAL5

$173,696

VV-MACAL6

$87,120

VV-SCC2

$96,086

VV-SUPR2

$42,732

 

Other Expenses

 

We incurred no other expenses for the six months ended June 30, 2023 and 2022.

 

Net Loss

 

As a result of the cumulative effect of the foregoing factors, we generated a net loss of $407,714.55 for the six months ended June 30, 2023, compared to a net loss of $114,781.43 for the six months ended June 30, 2022.

 

Liquidity and Capital Resources

 

From inception, our Company and each Series have financed their business activities through capital contributions to the Company and individual Series from our Manager. Our Company and each Series expect to continue to have access to capital financing from our Manager going forward. However, there is no obligation or assurance that our Manager will provide such required capital. Until such time as the Series have the capacity to generate cash flows from operations, our 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 at the sole discretion of our Manager. There can be no assurance that our Manager will continue to fund such expenses. These factors raise substantial doubt about our Company’s ability to continue as a going concern for the twelve months following the date of this offering circular.

 

Collectively, our Series had $138,512.31 in cash and cash equivalents as of June 30, 2023 to cover future storage and insurance expenses.


135



Asset Liquidity

 

We intend to hold and manage all of the assets marketed on the Vint Platform for an average of one to ten years. Until such that time the Series assets are liquidated (i.e. by being sold), liquidity for investors would only be obtained by transferring their interests in a Series (although a secondary market does not currently exist and there can be no guarantee that a secondary market for any Series of interests will ever develop or that the appropriate registrations to permit secondary trading will ever be obtained). We may design an interface on the Vint Platform to enable investors to indicate interest in buying/selling their holdings to help facilitate additional liquidity for investors. However, no such interface has been developed and would require the assistance of a third-party broker-dealer or the association with an ATS. Any trading platform would be subject to approval and all trades would be subject to restrictions under state and federal securities law and the transfer restrictions included in our operating agreement, which may limit access to the trading platform for some investors.

 

Should an offer to liquidate a collection or an asset materialize and be in the best interest of the investors, as determined by our Series manager, our Series manager together with the Advisory Board will consider the merits of such offers on a case-by-case basis and potentially sell the asset. Furthermore, should an asset become obsolete (e.g. lack investor demand for its interests) or suffer from a catastrophic event, our Series manager may choose to sell the asset. As a result of a sale under any circumstances, our Series manager would distribute the proceeds of such sale (together with any insurance proceeds in the case of a catastrophic event covered under the assets insurance contract) to the interest holders of the applicable Series (after payment of any accrued liabilities or debt, including but not limited to balances outstanding under any obligation to reimburse any Operating Expenses related to an asset or the Series at that time).

 

Cash and Cash Equivalent Balances

 

As of June 30, 2023, the Company itself had $0 in cash or cash equivalents. Cash is held at the Series level; and on a total consolidated basis, as of June 30, 2023, the Series collectively had $138,512.31 in cash or cash equivalents, as compared to $56,745.97 cash or cash equivalents as of June 30, 2022. The following table summarizes the cash and cash equivalents by Series:

 

Cash and Cash Equivalents

Six Month Period
Ended June 30, 2023 

Six Month Period
Ended June 30, 2022

VV-0001

$0

$0

VV-PNST

$1,228

$1,228

VV-SUPR

$2,781

$1,380

VV-CHAM

$6,161

$23,911

VV-STEML

$1,289

$1,289

VV-MACAL

$1,445

$1,445

VV-BOWCK

$0

$1,598

VV-FUTUR

$1,904

$1,904

VV-BDX

$3,021

$1,445

VV-SPAN

$2,234

$1,428

VV-DRC

$2,329

$2,329

VV-NAPA

$6,102

$2,414

VV-RHONE

$2,601

$2,601

VV-PDMT

$2,627

$2,627

VV-JPWY

$3,179

$3,179

VV-PTRS

$493

$493

VV-ROSE

$697

$697

VV-BOD10

$1,692

$1,692

VV-WBURG

$2,346

$0

VV-GERM

$2,046

$0

VV-LAF10

$2,057

$2,057

VV-MACAL50

$1,955

$0

VV-JYFT

$360

$360

VV-GPS

$2,193

$2,193

VV-BDMA

$731

$0

VV-CDCV

$646

$0


136



VV-DRCH

$901

$0

VV-MR19

$476

$476

VV-SCRV

$2,227

$0

VV-BDXM1

$3,400

$0

VV-CB100

$969

$0

VV-JSCV

$1,037

$0

VV-KGC1

$1,276

$0

VV-LR15

$1,190

$0

VV-PFGV

$1,393

$0

VV-BDX2K

$2,992

$0

VV-BXEP21

$3,910

$0

VV-CDVM

$1,700

$0

VV-CHBL1

$1,596

$0

VV-DRC15

$1,292

$0

VV-DRCRC1

$1,700

$0

VV-KGC2

$2,686

$0

VV-MACAL2

$1,785

$0

VV-MACAL3

$2,210

$0

VV-MVRM

$2,635

$0

VV-POM1

$1,870

$0

VV-BOW50

$1,020

$0

VV-CCC1

$1,479

$0

VV-DL19

$1,071

$0

VV-DRCH17

$2,794

$0

VV-HAWV

$901

$0

VV-LAF19

$782

$0

VV-MACFC

$1,122

$0

VV-MARG1

$1,666

$0

VV-RTBC

$1,744

$0

VV-SAIC

$1,156

$0

VV-TLC1

$1,343

$0

VV-BOW2

$952

$0

VV-DP08

$1,445

$0

VV-DRC09

$1,785

$0

VV-DRCH14

$1,224

$0

VV-DRCH19

$3,298

$0

VV-ITRC

$1,241

$0

VV-KCSK

$0

$0

VV-KGC3

$1,462

$0

VV-KGC4

$1,088

$0

VV-MACAL4

$1,360

$0

VV-YAM1

$663

$0

VV-BOMA

$1,140

$0

VV-CHJC

$0

$0

VV-GUGL1

$1,037

$0

VV-HBC1

$0

$0

VV-HIB1

$0

$0

VV-KGC5

$0

$0

VV-LAT1

$0

$0

VV-LBV1

$1,734

$0

VV-RBV1

$0

$0

VV-SCC1

$1,011

$0

VV-SPAN2

$0

$0

VV-KGC6

$0

$0


137



Series Distributions

 

The Series pay distributions from the cash generated from sale of the collectible assets. During the six months ended June 30, 2023 and 2022, the following Series made the following distributions to investors in those Series.

 

Series

Distributions as of
June 30, 2023 ($)

Distributions as of
June 30, 2022 ($)

VV-0001

$107

$0

VV-SUPR

$20,920

$0

VV-CHAM

$3,340

$0

VV-BDX

$29,624

$0

VV-SPAN

$14,494

$0

VV-NAPA

$424

$0

VV-CHBL1

$6,115

$0

VV-DRCH17

$17,313

$0

 

Series Subscriptions

 

The Company issues securities under its Regulation A offerings for the underlying Series to finance the acquisition of the assets.  As of June 30, 2023, the Series have issued the following interests and have received the following amounts in subscriptions. 

 

Series

Weighted
Average
Membership
Interests (units)

Subscriptions ($)

VV-0001

1000

$46,000

VV-PNST

2000

$46,000

VV-SUPR

1986

$71,500

VV-CHAM

1460

$73,000

VV-STEML

6450

$64,500

VV-MACAL

1700

$85,000

VV-BOWCK

2000

$94,000

VV-FUTUR

1600

$112,400

VV-BDX

2125

$85,000

VV-SPAN

1400

$84,000

VV-DRC

5480

$137,000

VV-NAPA

2840

$142,000

VV-RHONE

3825

$153,000

VV-PDMT

3090

$154,500

VV-JPWY

5500

$187,000

VV-PTRS

500

$29,000

VV-ROSE

1000

$41,000

VV-BOD10

1990

$99,500

VV-WBURG

4600

$136,000

VV-GERM

1000

$53,000

VV-LAF10

1210

$121,000

VV-MACAL50

5750

$115,000

VV-JYFT

800

$24,000

VV-GPS

3000

$129,000

VV-BDMA

860

$43,000

VV-CDCV

760

$38,000

VV-DRCH

530

$53,000


138



VV-MR19

280

$28,000

VV-SCRV

1310

$131,000

VV-BDXM1

4,000

$200,000

VV-CB100

570

$57,000

VV-JSCV

610

$61,000

VV-KGC1

1,500

$75,000

VV-LR15

700

$70,000

VV-PFGV

1,640

$82,000

VV-BDX2K

1,760

$176,000

VV-BXEP21

4,600

$230,000

VV-CDVM

1,000

$100,000

VV-CHBL1

600

$30,000

VV-DRC15

760

$76,000

VV-DRCRC1

1,000

$100,000

VV-KGC2

1,580

$158,000

VV-MACAL2

1,050

$105,000

VV-MACAL3

1,300

$130,000

VV-MVRM

3,100

$155,000

VV-POM1

1,100

$110,000

VV-BOW50

600

$60,000

VV-CCC1

870

$87,000

VV-DL19

630

$63,000

VV-DRCH17

880

$88,000

VV-HAWV

1,060

$53,000

VV-LAF19

920

$46,000

VV-MACFC

1,320

$66,000

VV-MARG1

980

$98,000

VV-RTBC

1,020

$102,000

VV-SAIC

680

$68,000

VV-TLC1

790

$79,000

VV-BOW2

1,120

$56,000

VV-DP08

1,700

$85,000

VV-DRC09

1,050

$105,000

VV-DRCH14

1,440

$72,000

VV-DRCH19

1,940

$194,000

VV-ITRC

1,460

$73,000

VV-KCSK

3,150

$315,000

VV-KGC3

860

$86,000

VV-KGC4

1,280

$64,000

VV-MACAL4

800

$80,000

VV-YAM1

780

$39,000

VV-BOMA

700

$70,000

VV-CHJC

0

$0

VV-GUGL1

610

$61,000

VV-HBC1

0

$0

VV-HIB1

0

$0

VV-KGC5

0

$0

VV-LAT1

0

$0

VV-LBV1

1,020

$102,000

VV-RBV1

0

$0

VV-SCC1

595

$59,500


139



VV-SPAN2

0

$0

VV-KGC6

0

$0

Total

66,046

$6,761,900

 

Subsequent to June 30, 2023, the following Series have issued the following interests and have received the following amounts in subscriptions. 

 

Series

Weighted Average
Membership Interests (units)

Subscriptions ($)

VV-KGC5

530

$53,000

VV-LAT1

820

$82,000

VV-RBV1

950

$95,000

VV-SPAN2

720

$72,000

VV-KGC6

650

$65,000

VV-AMW1

1300

$130,000

VV-CALC1

1000

$100,000

VV-GCW1

525

$52,500

VV-HCC1

1180

$118,000

VV-MACAL5

2150

$215,000

VV-MACAL6

1130

$113,000

VV-SCC2

1130

$113,000

VV-SUPR2

495

$49,500

 

Off-Balance Sheet Arrangements

 

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements.

 

Trends

 

Subsequent to June 30, 2023, we launched offerings for an additional fifteen (15) Series. We plan to launch additional offerings of various Series in the next twelve months. The proceeds from any offerings closed during the next twelve months will be used to acquire additional wine & spirits collections, which we anticipate will enable the Company to reduce operating expenses for each Series.


140



Plan of Operations

 

The Company has commenced operations. All assets and liabilities related to the Series that have been incurred to date and will be incurred until the Closing are the responsibility of the Company or the Manager and responsibility for any assets or liabilities related to the Series will not transfer to each series until such time as a Closing for each series has occurred.

 

The Company plans to launch approximately 15 to 50 additional offerings in the next 12 months. The proceeds from any offerings closed during the next 12 months will be used to fund business operations, and acquire additional investment grade fine wine and spirits, which we anticipate will enable the Company to reduce Operating Expenses for each series as we negotiate better contracts for storage, insurance and other Operating Expenses with a larger collection of assets. However, it should be noted that the Company may not launch enough Series or have enough Underlying Assets to realize economies of scale. Despite the Company’s best intentions, it is possible, and very likely, that the Company may not be able to launch as many offerings as it intends and thus, will not be able to realize reduced Operating Expenses per Series through economies of scale. If the Company, through, multiple Series, is able to purchase additional assets, then it is expected that for the next 12 months and beyond, such Series, collectively, will be able to manage the costs associated with maintaining the individual Series and their individual assets. We believe the Series will incur costs related to the storage and insurance of the assets. We believe, collectively, we will have sufficient cash through offerings to cover such costs until such time as individual assets are able to generate revenue. To this end, if the individual Series are unable to pay such costs, the Series and their assets may be exposed to liabilities such as not being insured and not being in a secured location. Through the Manager, the principals of the Manager are committed to providing capital to the individual Series in the event such a shortfall were to occur and to covering the costs of insurance and otherwise as may be necessary to secure and protect the assets of such Series. This commitment is not in writing.


141



DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

 

The Manager

 

The Manager of the Company is VinVesto, Inc., a Delaware corporation formed on June 16th, 2020. The Company operates under the direction of the Manager, which is responsible for directing the operations of our business, directing our day-to-day affairs, and implementing our investment strategy. The Manager has established a Board of Directors and an Advisory Board that will make decisions with respect to all asset acquisitions and dispositions. The Manager and its officers and directors are not required to devote all of their time to our business and are only required to devote such time to our affairs as their duties require. The Manager is responsible for determining maintenance required in order to maintain or improve the asset’s quality, determining how to monetize the Series and other Underlying Assets, and evaluating potential sale offers, which may lead to the liquidation of the Series or other series as the case may be. The Company will follow guidelines adopted by the Manager and implement policies set forth in the Operating Agreement unless otherwise modified by the Manager. The Manager may establish further written policies and will monitor our administrative procedures, investment operations and performance to ensure that the policies are fulfilled. The Manager may change our objectives at any time without approval of our Members.

 

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

 

Responsibilities of the Manager

 

The responsibilities of the Manager include: Asset Sourcing, Acquisition, and Disposition Services:

 

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

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

-Negotiate and structure the terms and conditions of acquisitions of assets with Asset Sellers, and associated brokers; 

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

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

-The Manager will acquire the wines or spirits from the Company and will be compensated by the Company with the cash raised from the completed offering. Services in Connection with an Offering: 

-Create and manage all series of interest for offerings related to Underlying Assets on the Vint Platform; 

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

-Create and submit all necessary regulatory filings including, but not limited to, Commission filings and financial audits and coordinate with lawyers, accountants and escrow facilitators as necessary in such processes; 

-Prepare all marketing materials related to offerings and obtain approval for such materials; 

-Coordinate the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; 

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

-All other necessary offering related services; 


142



Asset Monetization Services

 

-Create and manage all revenue 

-generating events and determine participation in such programs by any underlying assets; 

-evaluate and enter into service provider contracts related to the operation of revenue-generating events; 

-allocate revenues and costs related to revenue-generating events to the appropriate series in accordance with our allocation policy; 

-approve potential joint ventures, limited partnerships and other such relationships with third parties related to asset monetization and revenue-generating events; 

 

Interest Holder Relationship Services

 

Provide any appropriate updates related to Underlying Assets or offerings electronically or through the Vint Platform;

 

-Manage communications with Members, including answering emails, preparing and sending written and electronic reports and other communications; 

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

-Administrative Services: 

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

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

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

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

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

-Obtain and update market research and economic and statistical data in connection with the Underlying Assets and the general fine wine and spirits market; 

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

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

-Provide all necessary cash management services; 

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

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

-Provide timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with regulatory matters; 

-Evaluate our corporate governance structure and appropriate policies and procedures related thereto? and- Oversee all reporting, record keeping, internal controls and similar matters in a manner to allow us to comply with applicable law. 


143



Directors, Executive Officers and Key Employees of our Manager

 

The following table sets forth the name and position of each of the current executive officers, directors and significant employees of the Manager.

 

Name

 

Position

 

Age

 

Term of Office (Beginning)

 

Approximate hours per week for part-time employees

Nicholas King

 

Chief Executive Officer & Director of Manager

 

26

 

June 2020-Present

 

N/A

Patrick Sanders

 

Chief Technology Officer & Director of Manager

 

26

 

June 2020-Present

 

N/A

Adam Lapierre

 

Chief Operating Officer

 

45

 

June 2022-Present

 

N/A

 

Nicholas King. Mr. King has been CEO of Vint since its founding in June 2020. He has performed extensive primary and secondary research on the fine wine and spirits investment market. As CEO of Vint, Mr. King’s role consists of marketing, fundraising, and asset acquisition strategies.

 

While CEO of Vint, Mr. King was also an Associate Analyst with TSW. TSW is a value investment firm with over 75 employees. With TSW, Mr. King was responsible for investment due diligence, investment analysis, and research. Nick was not in a supervisory position. The skills gained at this role has equipped him with strong analytical skills, the ability to source investment opportunities, and the foundation to a strong value investing framework. Mr. King’s role with TSW began July 1, 2019, and ended March 12th, 2021. Mr. King passed the Chartered Financial Analyst Level 1 exam in December 2019.

 

Prior to the associate analyst role with TSW, Mr. King held positions at a Taylor Hoffman wealth management group (May 2018-August 2018), Slice Capital (a crowdfunding startup) from February 2018 to May 2018, and K&A Affiliates (a search fund) from October 2017 to January 2018.

 

Mr. King is a graduate from the University of Virginia with a degree in Financial Economics.

 

Patrick Sanders. Mr. Sanders was an Associate Data Engineer with Capital One from August 2019 to December 2020. Prior to Capital One, Mr. Sanders was a Software Engineer intern at Carmax from May 2018 to August 2018. Mr. Sanders has a BS in Computer Science and Mathematics from the University of Virginia.

 

Adam Lapierre. Adam has served as the Director of Wine since 2022. Adam is one of the foremost experts in the fine wine world. From 2018 to 2022, Adam served as the Director of Procurement, Chief Wine Officer, and President at Vinfolio, a large fine wine retailer and storage provider. From 2015 to 2018, Adam served in senior purchasing positions at Lidl. Prior to Lidl, Adam was at Frederick Wildman & Sons for 7 years as a part of their fine wine sales team.

 

In 2013, Adam received is Master of Wine Diploma, Viticulture and Enology, Business of Wine from the Institute of Masters of Wine. Adam is 1 of 57 Masters of Wine in the United States.


144



Neither the Manager nor its executive officers have any substantive experience in making or managing fine wine or spirits investments.  The Manager will rely upon the expertise of the members of the Advisory Board for assistance in selecting and managing collections of fine wines or spirits.  The Manager is elected until its successors is duly elected and qualified.

 

There are no family relationships between any manager, director, executive officer, person nominated or chosen to become a director or executive officer or any significant employee.

 

To the best of our knowledge, none of our Managers’ or their respective directors or executive officers has, during the past five years:

 

been convicted in a criminal proceeding (excluding traffic violations and other minor offences); or 

had any petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing. 

 

Advisory Board

 

The Company has an Advisory Board which will assist our Manager and series manager.  Our Advisory Board includes the following persons:

 

Miles Davis, Advisor.

Miles Davis, Advisor at Vint. Miles has over 15 years of experience in the fine wine market. Currently, he works at Wine Owners, one of the leading wine cellar management and marketplace companies (Jan 2019-Present). Prior to Wine Owners, Miles founded WAM Capital, focused on private company fundraising (Jan 2015-Present). Most notably, he was one of two partners at Wine Asset Managers LLP, jointly responsible for managing The Fine Wine Fund and The Fine Wine Investment Fund, from August 2006 - December 2016. Miles has experience managing nearly $30 million worth of fine wine. Miles is one of a very few individuals to manage a fine wine fund and provides Vint with a strong perspective on the global fine wine market.

 

Kevin Sidders, Advisor

Kevin is the President of Vinconnect (January 2011-Present). VinConnect enables US customers to buy hard-to-find wines directly from 40+ of the world's top estates in France, Italy, Germany, Spain and beyond, before they are generally available in the US market. Kevin has strong domain expertise in both domestic and international wines. His specialties include international wine commerce, logistics, importing, direct-to-consumer sales, entrepreneurship, capital raising, mergers and acquisitions, and financial advisory. Kevin serves in a wine advisory role by assisting in asset acquisition and sourcing.

 

Amy Christine MW, Advisor.

Amy is currently a sales rep at Kermit Lynch Wine Merchants (2012-Present). Amy is also the owner of her winery, Holus Bolus Winery (2005-Present). Amy provides wine advisory capacity to the Company and Manager. Amy offers sourcing and liquidation advice. She is one of 408 MWs in the world.

 

Dan Gallagher, Advisor

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

Dan is currently the Chief Legal and Corporate Affairs Officer of Robinhood Markets, Inc., and is a member of the advisory boards of both the Institute for Law and Economics at the University of Pennsylvania and the Center for Corporate Governance, Raj & Kamla Gupta Governance Institute, LeBow College of Business, Drexel University.


145



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

 

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

 

Prior to joining Robinhood in 2020, Dan was a partner of and deputy chair of the securities department at the international law firm WilmerHale.

 

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

 

We plan to continue to build the Advisory Board over time and are in advanced discussions with various experts in the fine wine and spirits market. We have already established an informal network of expert advisors who support the Company in asset acquisitions, valuations and negotiations.

 

Responsibilities of the Advisory Board

 

The Advisory Board will support the Company, our series manager and the Manager and consists of advisors to the Manager. It is anticipated that the Advisory Board will review our relationship with, and the performance of, the Manager, and generally approve the terms of any material or related-party transactions. In addition, it is anticipated that the Advisory Board will be responsible for the following:

 

approving, permitting deviations from, making changes to, and annually reviewing the asset acquisition policy; 

 

evaluating all asset acquisitions; 

 

evaluating any third party offers for asset acquisitions and approving asset dispositions that are in the best interest of the Company and our interest holders; 

 

providing guidance with respect to the appropriate levels of insurance costs specific to each individual asset; 

 

reviewing material conflicts of interest that arise, or are reasonably likely to arise with the managing member, on the one hand, and the Company, a series or the other members, on the other hand, or the Company or a series, on the one hand, and another series, on the other hand; 

 

approving any material transaction between the Company or a series, on the one hand, and the Manager or any of its affiliates, another series or an interest holder, on the other hand, other than for the purchase of interests; 

 

reviewing the total fees, expenses, assets, revenues, and availability of funds for distributions to our interest holders at least annually or with sufficient frequency to determine that the expenses incurred are reasonable in light of the investment performance of the assets, and that funds available for distributions to interest holders are in accordance with our policies; and 

 

approving any service providers appointed by the Manager in respect of the underlying assets. 

 

The resolution of any conflict of interest approved by the Advisory Board shall be conclusively deemed fair and reasonable to the Company and its interest holders and not a breach of any duty at law, in equity or otherwise.


146



Compensation of the Advisory Board

 

The Manager will compensate the Advisory Board or their nominees (as so directed by an Advisory Board member) for their service. As such, it is anticipated that their costs will not be borne by any given series of interests.

 

Compensation of the Advisory Board

 

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


147



COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

 

Compensation of Executive Officers

 

We do not currently have any employees nor do we currently intend to hire any employees who will be compensated directly by the Company. Each of the executive officers of the Manager manage our day-to-day affairs, oversee the review, selection and recommendation of investment opportunities, service acquired investments and monitor the performance of these investments to ensure that they are consistent with our investment objectives. Each of these individuals receives compensation for his or her services, including services performed for us on behalf of the Manager, from the Manager. Although we will indirectly bear some of the costs of the compensation paid to these individuals, through fees we pay to the Manager, we do not intend to pay any compensation directly to these individuals.

 

Compensation of Manager

 

The Manager, in its capacity as our series manager, will receive a Sourcing Fee (unless waived by the Manager).

 

For the year ended December 31, 2022, the Manager received Sourcing Fees in the total amount of $357,256. For the six months ended June 30, 2023, the Manager received Sourcing Fees of $395,995.

 

Sourcing Fee

 

Our series manager will be paid a fee as compensation for sourcing each underlying asset (which we refer to as the Sourcing Fee); provided that the Sourcing Fee may be waived by our series manager. The Sourcing Fee may be between 0% and 35% of the gross offering proceeds of each series offering, and is set entirely at the discretion of the series manager. Factors that the series manager may consider in determining the Sourcing Fee for a particular series offering may include, but are not limited to, current market offers for the series assets, comparable asset pricing data, and/or or the level of difficulty and costs related to sourcing the particular assets of the series. The Sourcing Fee is not based on the aggregate offering size.

 

For example, the series manager may acquire assets that are priced at a discount to current market offers for the underlying assets. In such a case, the series manager may take a higher Sourcing Fee for assets acquired at a discount than for assets acquired at market price. It should be noted that, depending on the size of the sourcing fee, investors may not receive a discount to comparable asset pricing. As a further example, the series manager may take a higher sourcing fee as compensation for assets that are more difficult to source.

 

However, the series manager is not required to consider the factors described above, or any other factors, in determining the Sourcing Fee for an offering. The Sourcing Fee is entirely set at the discretion of the series manager.


148



SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

 

VinVesto Inc., our Manager, is the sole owner of interests of the Company directly (other than interests issued in a particular Series).

 

As of September 27, 2023, our Manager owns the following interests in our Series:

 

Series Name

 

Number of Interests

Owned by
our Manager (1)(2)

 

Percentage of
Series(3)

 

Series VV-0001

 

42

 

4.2%

 

Series VV-PNST

 

210

 

10.5%

 

Series VV-SUPR

 

12

 

0.6%

 

Series VV-CHAM

 

44

 

0.3%

 

Series VV-STEML

 

517

 

8.0%

 

Series VV-MACAL

 

56

 

3.3%

 

Series VV-BOWCK

 

395

 

19.8%

 

Series VV-FUTUR

 

154

 

9.6%

 

Series VV-BDX

 

13

 

0.7%

 

Series VV-SPAN

 

275

 

19.6%

 

Series VV-DRC

 

202

 

3.7%

 

Series VV-NAPA

 

296

 

10.4%

 

Series VV-RHONE

 

130

 

3.4%

 

Series VV-PDMT

 

342

 

11.1%

 

Series VV-JPWY

 

69

 

1.3%

 

Series VV-PTRS

 

5

 

1.0%

 

Series VV-ROSE

 

34

 

3.4%

 

Series VV-BOD10

 

171

 

8.6%

 

Series VV-WBURG

 

142

 

3.1%

 

Series VV-GERM

 

91

 

9.1%

 

Series VV-LAF10

 

18

 

1.5%

 

Series VV-MACAL50

 

29

 

0.5%

 

Series VV-JYFT

 

34

 

4.3%

 

Series VV-GPS

 

36

 

1.2%

 

Series VV-BDMA

 

19

 

2.2%

 

Series VV-CDCV

 

16

 

2.1%

 

Series VV-DRCH

 

3

 

0.6%

 

Series VV-MR19

 

5

 

1.8%

 

Series VV-SCRV

 

7

 

0.5%

 

Series VV-BDXM1

 

63

 

1.6%

 

Series VV-CB100

 

3

 

0.5%

 

Series VV-JSCV

 

10

 

1.6%

 

Series VV-KGC1

 

18

 

1.2%

 

Series VV-LR15

 

4

 

0.6%

 

Series VV-PFGV

 

5

 

0.6%

 

Series VV-BDX2K

 

21

 

1.2%

 

Series VV-BXEP21

 

58

 

1.3%

 

Series VV-CDVM

 

22

 

2.2%

 

Series VV-CHBL1

 

3

 

0.5%

 

Series VV-DRC15

 

7

 

0.9%

 

Series VV-DRCRC1

 

5

 

0.5%

 

Series VV-KGC2

 

9

 

0.6%

 

Series VV-MACAL2

 

6

 

0.6%

 

Series VV-MACAL3

 

15

 

1.2%

 

Series VV-MVRW

 

16

 

0.5%

 

Series VV-POM1

 

10

 

0.9%

 


149



Series VV-BOW50

 

4

 

0.7%

 

Series VV-CCC1

 

5

 

0.6%

 

Series VV-DL19

 

15

 

2.4%

 

Series VV-DRCH17

 

6

 

0.7%

 

Series VV-HAWV

 

8

 

0.8%

 

Series VV-LAF19

 

5

 

0.5%

 

Series VV-MACFC

 

11

 

0.8%

 

Series VV-MARG1

 

6

 

0.6%

 

Series VV-RTBC

 

11

 

1.1%

 

Series VV-SAIC

 

4

 

0.6%

 

Series VV-TLC1

 

7

 

0.9%

 

Series VV-BOW2

 

6

 

1.1%

 

Series VV-DP08

 

13

 

0.8%

 

Series VV-DRC09

 

9

 

0.9%

 

Series VV-DRCH14

 

8

 

0.6%

 

Series VV-DRCH19

 

20

 

1.0%

 

Series VV-ITRC

 

7

 

0.7%

 

Series VV-KCSK

 

16

 

0.5%

 

Series VV-KGC3

 

11

 

1.3%

 

Series VV-KGC4

 

9

 

0.7%

 

Series VV-MACAL4

 

5

 

0.6%

 

Series VV-YAM1

 

5

 

0.5%

 

Series VV-BOMA

 

6

 

0.9%

 

Series VV-CHJC

 

5

 

0.7%

 

Series VV-GUGL1

 

6

 

1.0%

 

Series VV-HBC1

 

15

 

1.2%

 

Series VV-HIB1

 

4

 

0.6%

 

Series VV-KGC5

 

6

 

1.1%

 

Series VV-LAT1

 

5

 

0.6%

 

Series VV-LBV1

 

8

 

0.8%

 

Series VV-RBV1

 

5

 

0.5%

 

Series VV-SCC1

 

5

 

0.8%

 

Series VV-SPAN2

 

7

 

0.9%

 

Series VV-KGC6

 

4

 

0.6%

 

Series VV-AMW1

 

28

 

2.1%

 

Series VV-BURGS1*

 

0

 

0.0%

 

Series VV-CALC1

 

6

 

0.6%

 

Series VV-CHAM2*

 

0

 

0.0%

 

Series VV-GCW1

 

8

 

1.5%

 

Series VV-HCC1

 

12

 

1.0%

 

Series VV-MACAL5

 

11

 

0.5%

 

Series VV-MACAL6*

 

9

 

0.8%

 

Series VV-PNTC1*

 

0

 

0.0%

 

Series VV-SCC2

 

9

 

0.8%

 

Series VV-SUPR2

 

6

 

1.2%

 

Series VV-LB22*

 

0

 

0.0%

 

Series VV-RB22*

 

0

 

0.0%

 

Series VV-FG22*

 

0

 

0.0%

 

Series VV-KKCSK*

 

0

 

0.0%

 

Series VV-DOM13*

 

0

 

0.0%

 

Series VV-PG18*

 

0

 

0.0%

 

Series VV-CDP1*

 

0

 

0.0%

 

Series VV-IGMS*

 

0

 

0.0%

 

Series VV-RUM1*

 

0

 

0.0%

 

Series VV-HPHH*

 

0

 

0.0%

 

Series VV-JPNW*

 

0

 

0.0%

 


150



* Indicates Series offerings that have not yet closed as of the date of this offering circular. At the closing of each offering, the Manager or its affiliates will purchase a minimum of 0.5% and up to a maximum of 19.99% of the interests sold in such offering for the same price as all other investors.

 

(1)The address of the Manager is 1717 E. Cary St., Richmond, VA 23223. 

(2)Interests beneficially owned through ownership in Manager, which is majority owned by Nicholas King, who is deemed to have voting and dispositive power over the interests held by the Manager. 

(3)Assumes sale of minimum number of Series Interests 

 

At the closing of each offering, the Manager or its affiliates purchase a minimum of 0.50% and up to a maximum of 19.99% of the interests sold in each offering for the same price as all other investors. The Manager may sell its interests from time to time after the closing of each offering in its sole discretion. The Manager has no present intention to sell its interests, and any future sales would be based upon the Manager’s potential need for capital, market prices of the interests at the time of a proposed sale and other factors that a reasonable investor might consider in connection with the sale of securities similar to the interests.


151



INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

 

Since our inception, the Company has not been a party to any transaction in which the amount involved exceeded or exceeds the lesser of $120,000 and one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Compensation of Directors and Executive Officers”).

 

SECURITIES BEING OFFERED

 

The following is a summary of the principal terms of, and is qualified by reference to, the operating agreement, attached hereto as Exhibit 2.1, and the subscription agreements, attached hereto as Exhibit 4.1, relating to the purchase of the interests offered hereby. This summary is qualified in its entirety by reference to the detailed provisions of those agreements, which should be reviewed in their entirety by each prospective investor. In the event that the provisions of this summary differ from the provisions of the operating agreement or the subscription agreements (as applicable), the provisions of the operating agreement or the subscription agreements (as applicable) shall apply. Capitalized terms used in this summary that are not defined shall have the meanings ascribed thereto in the operating agreement.

 

Description of Interests

 

The Company is a series limited liability company formed pursuant to Section 18-215 of the LLC Act. The purchase of the interests offered hereby is an investment only in the particular series and not an investment in the Company as a whole. In accordance with the LLC Act, any series of interests established by the Company will be a separate series of limited liability company interests of the Company and not in a separate legal entity. We have not issued, and will not issue, any class of interests entitled to any preemptive, preferential or other rights that are not otherwise available to the holders purchasing interests in connection with the offerings.

 

Title to the underlying assets will be held by, or for the benefit of, the applicable series. We intend that each series will own its own underlying assets, which will be collections of fine wines or spirits. We do not anticipate that any series will acquire any other fine wines or spirits other than the underlying assets related to that series. An investor who invests in an offering will not have any indirect interest in any asset other than the underlying asset related to the applicable series unless the investor also participates in a separate offering associated with that other underlying asset.

 

Section 18-215(b) of the LLC Act provides that, if certain conditions are met (including that certain provisions are in the formation and governing documents of the series limited liability company, and if the records maintained for any such series account for the assets associated with such series separately from the assets of the limited liability company, or any other series), then the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable only against the assets of such series and not against the assets of the limited liability company generally or any other series. Accordingly, the Company expects the Manager to maintain separate, distinct records for each series and its associated assets and liabilities. As such, the assets of a series include only the collections of fine wines or spirits associated with that series and other related assets (e.g., cash reserves). As noted in the “Risk Factors” section, the limitations on inter-series liability provided by Section 18-215(b) have never been tested in federal bankruptcy courts and it is possible that a bankruptcy court could determine that the assets of one series should be applied to meet the liabilities of the other series or the liabilities of the Company generally where the assets of such other series or of the Company generally are insufficient to meet the Company’s liabilities.

 

Section 18-215(c) of the LLC Act provides that a series established in accordance with Section 18-215(b) may carry on any lawful business, purpose or activity, other than the business of banking, and has the power and capacity to, in its own name, contract, hold title to assets (including real, personal and intangible property), grant liens and security interests, and sue and be sued.  We intend for each series to conduct its business and enter into contracts in its own name to the extent such activities are undertaken with respect to a particular series and title to the relevant underlying assets will be held by, or for the benefit of, the relevant series.


152



All of the interests offered by this offering circular will be duly authorized and validly issued. Upon payment in full of the consideration payable with respect to the interests, as determined by the Manager, the holders of the interests will not be liable to the Company to make any additional capital contributions (except for the return of distributions under certain circumstances as required by Sections 18-215, 18-607 and 18-804 of the LLC Act). Holders of the interests offered hereby have no conversion, exchange, sinking fund, redemption or appraisal rights, no pre-emptive rights to subscribe for any interests and no preferential rights to distributions.

 

In general, the holders of each series of our interests (which may include the Manager, its affiliates or asset sellers) will participate in the available Free Cash Flow derived from the underlying assets related to the series, less expenses (as described in “—Distribution rights” below). The Manager, an affiliate of the Company, will own a minimum of 0.5% and a maximum of 19.99% of each series of interests. The Manager may sell its interests from time to time. The Manager has no present intention to sell its interests, and any future sales would be based upon our potential need for capital, market prices of the interests at the time of a proposed sale and other factors that a reasonable investor might consider in connection with the sale of securities similar to our interests. The Manager has the authority under the operating agreement to cause the Company to issue interests of a series to investors as well as to other persons for such cost (or no cost) and on such terms as the Manager may determine, subject to the terms set forth in the designation for each series.

 

Each series will use the proceeds of its offerings to pay certain fees and expenses related to the acquisition and the offering, including to repay any loans taken to acquire the underlying assets (please see the “Use of Proceeds to Issuer” section for further details regarding the use of proceeds for each offering). An investor in each offering will acquire an ownership interest only in the applicable series and not, for the avoidance of doubt, in (i) the Company, (ii) any other series of interests, (iii) the Manager, (iv) the Vint Platform or (v) any underlying asset owned by any series. Although our interests will not immediately be listed on an exchange and a liquid market in our interests cannot be guaranteed, we may create our own trading market or partner with an existing platform to allow for trading of our interests (please review additional risks related to liquidity in the “Risk Factors” section).

 

Further Issuance of Interests

 

The Manager has the option to issue additional interests in any series offered hereby on the same terms as the interests offered hereunder as is required from time to time in order to pay any Operating Expenses which exceed revenue generated from the underlying assets.

 

Distribution Rights

 

If any Free Cash Flow is generated from the sale of an asset in a series collection, the Manager will distribute that distributions Free Cash Flow to holders of each series of interests in accordance with the law or the operating agreement.

 

Free Cash Flow consists of the net income (as determined under GAAP) generated by such series 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 underlying assets related to such series. The Manager may maintain Free Cash Flow funds in a deposit account or an investment account for the benefit of the series.

 

We expect the Manager to distribute Free Cash Flow, if any, on an annual basis as set forth below. However, the Manager may change the timing of distributions or determine that no distributions shall be made in its sole discretion.

 

Any Free Cash Flow generated by a series from the utilization of the underlying assets related to such series shall be applied within the series in the following order of priority:

 

repay any amounts outstanding under Operating Expenses Reimbursement Obligations plus accrued interest; 

 

thereafter to create such reserves as the Manager deems necessary, in its sole discretion, to meet future Operating Expenses; and 


153



thereafter by way of distribution to holders of the interests of such series (net of corporate income taxes applicable to the series), which may include asset sellers of the underlying assets related to such series or the Manager or any of its affiliates. 

 

No series will distribute an underlying asset in kind to its interest holders.

 

The LLC Act (Section 18-607) provides that a member who receives a distribution with respect to a series and knew at the time of the distribution that the distribution was in violation of the LLC Act shall be liable to the series for the amount of the distribution for three years.  Under the LLC Act, a series limited liability company may not make a distribution with respect to a series to a member if, after the distribution, all liabilities of such series, other than liabilities to members on account of their limited liability company interests with respect to such series and liabilities for which the recourse of creditors is limited to specific property of such series, would exceed the fair value of the assets of such series.  For the purpose of determining the fair value of the assets of the series, the LLC Act provides that the fair value of property of the series subject to liability for which recourse of creditors is limited shall be included in the assets of such series only to the extent that the fair value of that property exceeds the nonrecourse liability. Under the LLC Act, an assignee who becomes a substituted member of a company is liable for the obligations of his assignor to make contributions to the company, except the assignee is not obligated for liabilities unknown to it at the time the assignee became a member and that could not be ascertained from the operating agreement.

 

No Redemption Provisions

 

No series of our interests are redeemable.

 

No Registration Rights

 

There are no registration rights in respect of any series of our interests.

 

Limited Voting Rights

 

The Manager is not required to hold an annual meeting of interest holders. The operating agreement provides that meetings of interest holders may be called by the Manager and a designee of the Manager shall act as chairman at such meetings. Interest holders do not have any voting rights as an interest holder in the Company or a series except with respect to:

 

the removal of the Manager for cause as described below; 

 

the dissolution of the Company upon the for-cause removal of the Manager; and 

 

an amendment to the operating agreement that would: 

 

adversely affect the rights of an interest holder in any material respect; 

 

reduce the voting percentage required for any action to be taken by the holders of interests in the Company under the operating agreement; 

 

change the situations in which the Company and any series can be dissolved or terminated; 

 

change the term of the Company (other than the circumstances provided in the operating agreement); or 

 

give any person the right to dissolve the Company. 

 

The Manager can only be removed as manager of the Company and each series in the event the Manager is found by a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with a series or the Company which has a material adverse effect on the Company.


154



When entitled to vote on a matter, each interest holder will be entitled to one vote per interest held by it on all matters submitted to a vote of the interest holders of an applicable series or of the interest holders of all series of the Company, as applicable.  The removal of the Manager as manager of the Company and all series must be approved by two-thirds of the votes that may be cast by all interest holders in any series of the Company. All other matters to be voted on by the interest holders must be approved by a majority of the votes cast by all interest holders in any series of the Company present in person or represented by proxy.

 

The Manager or its affiliates (if they hold interests) may not vote as an interest holder in respect of any matter put to the interest holders. However, the submission of any action of the Company or a series for a vote of the interest holders shall first be approved by the Manager and no amendment to the operating agreement may be made without the prior approval of the Manager that would decrease the rights of the Manager or increase the obligations of the Manager thereunder.

 

The Manager has broad authority to take action with respect to the Company and any series. See “Directors, Executive Officers and Significant Employees—The Manager” for more information. Except as set forth above, the Manager may amend the operating agreement without the approval of the interest holders to, among other things, reflect the following:

 

the merger of the Company, or the conveyance of all of the assets to, a newly-formed entity if the sole purpose of that merger or conveyance is to effect a mere change in the legal form into another limited liability entity; 

 

a change that the Manager determines to be necessary or appropriate to implement any state or federal statute, rule, guidance or opinion; 

 

a change that the Manager determines to be necessary, desirable or appropriate to facilitate the trading of interests; 

 

a change that the Manager determines to be necessary or appropriate for the Company to qualify as a limited liability company under the laws of any state or to ensure that each series will continue to qualify as a corporation for U.S. federal income tax purposes; 

 

an amendment that the Manager determines, based upon the advice of counsel, to be necessary or appropriate to prevent the Company, the Manager, or the officers, agents or trustees from in any manner being subjected to the provisions of the Investment Company Act, the Investment Advisers Act or “plan asset” regulations adopted under ERISA, whether or not substantially similar to plan asset regulations currently applied or proposed; 

 

any amendment that the Manager determines to be necessary or appropriate for the authorization, establishment, creation or issuance of any additional series; 

 

an amendment effected, necessitated or contemplated by a merger agreement that has been approved under the terms of the operating agreement; 

 

any amendment that the Manager determines to be necessary or appropriate for the formation by the Company of, or its investment in, any corporation, partnership or other entity, as otherwise permitted by the operating agreement; 

 

a change in the fiscal year or taxable year and related changes; and 

 

any other amendments which the Manager deems necessary or appropriate to enable the Manager to exercise its authority under the Agreement. 


155



In each case, the Manager may make such amendments to the operating agreement provided the Manager determines that those amendments:

 

do not adversely affect the interest holders (including any particular series of interests as compared to other series of interests) in any material respect; 

 

are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute; 

 

are necessary or appropriate to facilitate the trading of interests or to comply with any rule, regulation, guideline or requirement of any securities exchange on which the interests may be listed for trading, compliance with any of which the Manager deems to be in the best interests of the Company and the interest holders; 

 

are necessary or appropriate for any action taken by the Manager relating to splits or combinations of interests under the provisions of the operating agreement; or 

 

are required to effect the intent expressed in this prospectus or the intent of the provisions of the operating agreement or are otherwise contemplated by the operating agreement. 

 

Furthermore, the Manager retains sole discretion to create and set the terms of any new series and will have the sole power to acquire, manage and dispose of underlying asset of each series.

 

Liquidation Rights

 

The operating agreement provides that the Company shall remain in existence until the earlier of the following: (i) the election of the Manager to dissolve it; (ii) the sale, exchange or other disposition of substantially all of the assets of the Company; (iii) the entry of a decree of judicial dissolution of the Company; (iv) at any time that the Company no longer has any members, unless the business is continued in accordance with the LLC Act; and (v) a vote by a majority of all interest holders of the Company following the for-cause removal of the Manager. Under no circumstances may the Company be wound up in accordance with Section 18-801(a)(3) of the LLC Act (i.e., the vote of members who hold more than two-thirds of the interests in the profits of the Company).

 

A series shall remain in existence until the earlier of the following: (i) the dissolution of the Company, (ii) the election of the Manager to dissolve such series; (iii) the sale, exchange or other disposition of substantially all of the assets of the series; or (iv) at any time that the series no longer has any members, unless the business is continued in accordance with the LLC Act.  Under no circumstances may a series of interests be wound up in accordance with Section 18-801(a)(3) of the LLC Act (i.e., the vote of members holding more than two-thirds of the interests in the profits of the series).

 

Upon the occurrence of any such event, the Manager (or a liquidator selected by the Manager) is charged with winding up the affairs of the series or the Company as a whole, as applicable, and liquidating its assets. Upon the liquidation of a series or the Company as a whole, as applicable, the underlying assets will be liquidated and any after-tax proceeds distributed: (i) first, to any third party creditors, (ii) second, to any creditors that are the Manager or its affiliates (e.g., payment of any outstanding Operating Expenses Reimbursement Obligation), and thereafter, (iii) first, 100% to the interest holders of the relevant series, allocated pro rata based on the number of interests held by each interest holder (which may include the Manager, any of its affiliates and asset sellers and which distribution within a series will be made consistent with any preferences which exist within such series) until the interest holders receive back 100% of their capital contribution allocated pro rata based on the number of interests held by each interest holder (which may include the Manager, any of its affiliates and asset sellers and which distribution within a series will be made consistent with any preferences which exist within such series).


156



Transfer Restrictions

 

Each series of our interests are subject to restrictions on transferability. A holder of interests may not transfer, assign or pledge its interests without the consent of the Manager. The Manager may withhold consent in its sole discretion, including when the Manager determines that such transfer, assignment or pledge would result in (a) there being more than 2,000 beneficial owners in such series or more than 500 beneficial owners in such series that are not “accredited investors” (provided that the Manager may waive such limitations), (b) the assets of such series being deemed “plan assets” for purposes of ERISA, (c) a change of U.S. federal income tax treatment of the Company and/or such series, or (d) the Company, such series or the Manager being subject to additional regulatory requirements. The transferring holder is responsible for all costs and expenses arising in connection with any proposed transfer (regardless of whether such sale is completed) including any legal fees incurred by us or any broker or dealer, any costs or expenses in connection with any opinion of counsel and any transfer taxes and filing fees. The restrictions on transferability listed above will also apply to any resale of interests via any exchange or described above.

 

The Manager may transfer all or any portion of the interests held by it from time to time, in accordance with applicable securities laws, either directly or through brokers.

 

Additionally, unless and until the interests are listed or quoted for trading, there are restrictions on the holder’s ability to the pledge or transfer the interests. There can be no assurance that we will, or will be able to, register our interests for resale. Therefore, investors may be required to hold their interests indefinitely. Please refer to the subscription agreement for additional information regarding these restrictions. To the extent certificated, the interests issued in each offering will bear a legend setting forth these restrictions on transfer and any legends required by state securities laws.

 

Agreement to be Bound by the Operating Agreement; Power of Attorney

 

By purchasing interests, the investor will be admitted as a member of the Company and will be bound by the provisions of, and deemed to be a party to, the operating agreement.  Pursuant to the operating agreement, each investor grants to the Manager a power of attorney to, among other things, execute and file documents required for our qualification, continuance or dissolution. The power of attorney also grants the Manager the authority to make certain amendments to, and to execute and deliver such other documents as may be necessary or appropriate to carry out the provisions or purposes of, the operating agreement.

 

Duties of Officers

 

The operating agreement provides that, except as may otherwise be provided by the operating agreement, the property, affairs and business of each series of interests will be managed under the direction of the Manager.  The Manager has the power to appoint the officers and such officers have the authority and exercise the powers and perform the duties specified in the operating agreement or as may be specified by the Manager. The Manager will be appointed as the series manager of each series to manage the underlying assets.

 

We may decide to enter into separate indemnification agreements with the directors and officers of the Company, the Manager or our series manager (including if the Manager or series manager appointed is not VinVesto, Inc.). If entered into, each indemnification agreement is likely to provide, among other things, for indemnification to the fullest extent permitted by law and the operating agreement against any and all expenses, judgments, fines, penalties and amounts paid in settlement of any claim.  The indemnification agreements may also provide for the advancement or payment of all expenses to the indemnitee and for reimbursement to the Company if it is found that such indemnitee is not entitled to such indemnification under applicable law and the operating agreement.

 

Books and Reports

 

We are required to keep appropriate books of the business at our principal offices.  The books will be maintained for both tax and financial reporting purposes on a basis that permits the preparation of financial statements in accordance with GAAP.  For financial reporting purposes and tax purposes, the fiscal year and the tax year are the calendar year, unless otherwise determined by the Manager in accordance with the Internal Revenue Code.  The Manager will file with the Commission periodic reports as required by applicable securities laws.


157



Under the Securities Act, we must update this offering circular upon the occurrence of certain events, such as asset acquisitions. We will file updated offering circulars and offering circular supplements with the Commission. We are also subject to the informational reporting requirements of the Exchange Act that are applicable to Tier 2 companies whose securities are qualified pursuant to Regulation A, and accordingly, we will file annual reports, semiannual reports and other information with the Commission. In addition, we plan to provide holders of interests with periodic updates, including offering circulars, offering circular supplements, pricing supplements, information statements and other information.

 

We will provide such documents and periodic updates electronically through the Vint Platform. As documents and periodic updates become available, we will notify holders of interests of this by sending the holders an email message or a message through the Vint Platform that will include instructions on how to retrieve the periodic updates and documents. If our email notification is returned to us as “undeliverable,” we will contact the holder to obtain an updated email address. We will provide holders with copies via email or paper copies at any time upon request. The contents of the Vint Platform are not incorporated by reference in or otherwise a part of this offering circular.

 

Exclusive Jurisdiction

 

Under our operating agreement, any dispute in relation to the operating agreement is subject to arbitration. Any non-arbitrable matters are subject to the exclusive jurisdiction of the state or federal courts located in the City of Richmond, Virginia, and each investor will covenant and agree not to bring any such claim in any other venue. If a holder of the interests were to bring a claim against our company or our Manager pursuant to the operating agreement, it would have to do so in the state or federal courts located in the City of Richmond, Virginia. Notwithstanding the foregoing, if, for any reason, such courts do not have jurisdiction over an action, then the action may be brought in other federal or state courts located in the Commonwealth of Virginia.

 

We believe the provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies and in limiting our litigation costs, the forum selection provision may limit investors’ ability to bring claims in judicial forums that they find favorable to such disputes and may discourage lawsuits with respect to such claims. The company has adopted the provision to limit the time and expense incurred by its management to challenge any such claims. As a company with a small management team, this provision allows its officers to not lose a significant amount of time travelling to any particular forum so they may continue to focus on operations of the company.

 

Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. We believe that the exclusive forum provision applies to claims arising under the Securities Act, but there is uncertainty as to whether a court would enforce such a provision in this context. Further, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision would require suits to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction to be brought in federal court located in Virginia. Investors will not be deemed to have waived the company’s compliance with the federal securities laws and the rules and regulations thereunder.

 

Waiver of Right to Trial by Jury

 

Our operating agreement provides that each investor waives the right to a jury trial for any claim they may have against us arising out of, or relating to, the operating agreement and any transaction arising under that agreement, but excluding claims under federal securities law. By subscribing to this offering and adhering to the operating agreement, the investor warrants that the investor has reviewed this waiver, and knowingly and voluntarily waives his or her jury trial rights to all claims but claims under federal securities laws. If we opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable given the facts and circumstances of that case in accordance with applicable case law.

 

Listing

 

The interests offered hereby are not currently listed or quoted for trading on any national securities exchange or national quotation system.


158



MATERIAL UNITED STATES TAX CONSIDERATIONS

 

The following is a summary of the material U.S. federal income tax consequences of the ownership and disposition of the interests offered hereby to U.S. holders, but does not purport to be a complete analysis of all the potential tax considerations relating thereto. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended, or the Code, Treasury regulations promulgated thereunder, administrative rulings and judicial decisions, all as of the date hereof. These authorities may be changed, possibly retroactively, so as to result in U.S. federal income tax consequences different from those set forth below. We have not sought any ruling from the U.S. Internal Revenue Service, or the IRS, with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions.

 

This summary also does not address the tax considerations arising under the laws of any U.S. state or local or any non-U.S. jurisdiction or under U.S. federal gift and estate tax laws. In addition, this discussion does not address tax considerations applicable to an investor’s particular circumstances or to investors that may be subject to special tax rules, including, without limitation:

 

banks, insurance companies or other financial institutions; 

 

persons subject to the alternative minimum tax; 

 

tax-exempt organizations; 

 

dealers in securities or currencies; 

 

traders in securities that elect to use a mark-to-market method of accounting for their securities holdings; 

 

persons that own, or are deemed to own, more than five percent of the series of interests (except to the extent specifically set forth below); 

 

certain former citizens or long-term residents of the United States; 

 

persons who hold the interests as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction; 

 

persons who do not hold the interests as a capital asset within the meaning of Section 1221 of the Code (generally, for investment purposes); or 

 

persons deemed to sell the interests under the constructive sale provisions of the Code. 

 

In addition, if a partnership, including any entity or arrangement, domestic or foreign, classified as a partnership for U.S. federal income tax purposes, holds interests, the tax treatment of a partner generally will depend on the status of the partner and upon the activities of the partnership. Accordingly, partnerships that hold interests, and partners in such partnerships, should consult their tax advisors.

 

You are urged to consult your tax advisor with respect to the application of the U.S. federal income tax laws to your particular situation, as well as any tax consequences of the purchase, ownership and disposition of the interests arising under the U.S. federal estate or gift tax rules or under the laws of any U.S. state or local or any foreign taxing jurisdiction or under any applicable tax treaty.

 

Taxation of Each Series of Interests is intended to be as a “C” Corporation, after filing the appropriate elections

 

Proposed but not yet finalized regulations, as well as one private ruling by the IRS, indicate that each series of a series limited liability company such as the Company should each be treated as a separate entity formed under local law. The Company intends to elect for each series of interests in the company to be taxed as a “C” corporation under Subchapter C of the Code, and expects that each series will be treated as a corporation for all federal and state tax purposes. Thus, each series of interests will be taxed at regular corporate rates on its income, including any gain from the sale or exchange of the assets that will be held by each series, before making any distributions to interest holders as described below.


159



Taxation of Distributions to Investors

 

A “U.S. Holder” includes a beneficial owner of interests that is, for U.S. federal income tax purposes, an individual citizen or resident of the United States.

 

Distributions to U.S. Holders out of each series’ current or accumulated earnings and profits (which would include any gains derived from the sale or exchange of the assets that will be held by each series, net of tax paid or accrued thereon, will be taxable to U.S. Holders as dividends. A U.S. Holder who receives a distribution constituting “qualified dividend income” may be eligible for reduced federal income tax rates. U.S. Holders are urged to consult their tax advisors as to whether any dividends paid by a series would be “qualified dividend income.” Distributions in excess of the current and accumulated earnings and profits of a series will not be taxable to a U.S. Holder to the extent that the distributions do not exceed the adjusted tax basis of the U.S. Holder’s interests. Rather, such distributions will reduce the adjusted basis of such U.S. Holder’s interests. Distributions in excess of current and accumulated earnings and profits that exceed the U.S. Holder’s adjusted basis in its interests will be taxable as capital gain in the amount of such excess if the interests are held as a capital asset. In addition, a 3.8% tax applies to certain investment income (referred to as the 3.8% NIIT). In general, in the case of an individual, this tax is equal to 3.8% of the lesser of (i) the taxpayer’s “net investment income” or (ii) the excess of the taxpayer’s adjusted gross income over the applicable threshold amount ($250,000 for taxpayers filing a joint return, $125,000 for married individuals filing separate returns and $200,000 for other taxpayers). In the case of an estate or trust, the 3.8% tax will be imposed on the lesser of (x) the undistributed net investment income of the estate or trust for the taxable year, or (y) the excess of the adjusted gross income of the estate or trust for such taxable year over a beginning dollar amount (currently $7,500 of the highest tax bracket for such year). Dividends are included as investment income in the determination of “net investment income” under Section 1411(c) of the Code.

 

Taxation of Dispositions of Interests

 

Upon any taxable sale or other disposition of interests, a U.S. Holder will recognize gain or loss for federal income tax purposes on the disposition in an amount equal to the difference between (i) the amount of cash and the fair market value of any property received on such disposition and (ii) the U.S. Holder’s adjusted tax basis in the interests. A U.S. Holder’s adjusted tax basis in the interests generally equals his, her or its initial amount paid for the interests and decreased by the amount of any distributions to the investor in excess of current or accumulated earnings and profits. In computing gain or loss, the proceeds that U.S. Holders receive will include the amount of any cash and the fair market value of any other property received for their interests, and the amount of any actual or deemed relief from indebtedness encumbering their interests. The gain or loss will be long-term capital gain or loss if the interests are held for more than one year before disposition. Long-term capital gains of individuals, estates and trusts currently are taxed at a maximum rate of 20% (plus any applicable state income taxes) plus the 3.8% NIIT. The deductibility of capital losses may be subject to limitation and depends on the circumstances of a particular U.S. Holder; the effect of such limitation may be to defer or to eliminate any tax benefit that might otherwise be available from a loss on a disposition of the interests. Capital losses are first deducted against capital gains, and, in the case of non-corporate taxpayers, any remaining such losses are deductible against salaries or other income from services or income from portfolio investments only to the extent of $3,000 per year.

 

Backup Withholding and Information Reporting

 

Generally, we must report annually to the IRS the amount of dividends paid to you, your name and address, and the amount of tax withheld, if any. A similar report will be sent to you.

 

Payments of dividends or of proceeds on the disposition of the interests made to you may be subject to additional information reporting and under some circumstances to backup withholding at a current rate of 24% unless you establish an exemption. Backup withholding is not an additional tax; rather, the federal income tax liability of persons subject to backup withholding is reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may generally be obtained from the IRS, provided that the required information is furnished to the IRS in a timely manner.

 

The preceding discussion of U.S. federal tax considerations is for general information only. It is not tax advice. Each prospective investor should consult its own tax advisor regarding the particular U.S. federal, state and local and foreign tax consequences, if applicable, of purchasing, holding and disposing of the interests, including the consequences of any proposed change in applicable laws.


160



LEGAL MATTERS

 

The validity of the interests offered hereby will be passed upon for us by CrowdCheck Law, LLP.

 

EXPERTS

 

Our financial statements for the year ended December 31, 2021 and for the period of June 16, 2020 (inception) to December 31, 2020 included in this offering circular have been audited by IndigoSpire CPA Group, certified public accounting firm, as stated in its report appearing in this offering circular. The financial statements as of December 31, 2022, the related statement of operations, stockholders' equity (deficit), and cash flows for the year then ended, and the related notes included in this offering circular have been audited by BF Borgers CPA PC, certified public accounting firm, as stated in its report appearing in this offering circular. Such financial statements have been so included in reliance upon the report of such firm given upon its authority as an expert in accounting and auditing.

 

WHERE YOU CAN FIND ADDITIONAL INFORMATION

 

We have filed with the Commission an offering statement on Form 1-A under the Securities Act with respect to the interests offered by this offering circular. This offering circular does not contain all of the information included in the offering statement, portions of which are omitted as permitted by the rules and regulations of the Commission. For further information pertaining to us and the interests to be sold in the offerings, you should refer to the offering statement and its exhibits. Whenever we make reference in this offering circular to any of our contracts, agreements or other documents, the references are not necessarily complete, and you should refer to the exhibits attached to the offering statement for copies of the actual contract, agreement or other document filed as an exhibit to the offering statement or such other document, each such statement being qualified in all respects by such reference.

 

We are subject to the informational requirements of Tier 2 of Regulation A and are required to file annual reports, semi-annual reports, current reports and other information with the Commission. We will make these documents publicly available, free of charge, on the Vint Platform as soon as reasonably practicable after filing such documents with the Commission.

 

You can read the offering statement and our filings with the Commission over the Internet at the Commission’s website at www.sec.gov. You may also read and copy any document we file with the Commission at its public reference facility at 100 F Street, N.E., Room 1580, Washington, DC 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the Commission. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference facilities.

 

The Manager will answer inquiries from potential investors concerning the interests, the Company, the Manager and other matters relating to the offer and sale of the interests under this offering circular. We will afford the potential investors the opportunity to obtain any additional information to the extent we possess such information or can acquire such information without unreasonable effort or expense that is necessary to verify the information in this offering circular.

 

Requests and inquiries regarding this offering circular should be directed to:

 

VV Markets LLC

1717 E. Cary St.,

Richmond, VA 23223.E-Mail: nick@vint.co

Tel: 804-833-7974

Attention: Nicholas King

 

We will provide requested information to the extent that we possess such information or can acquire it without unreasonable effort or expense. 


161



VV MARKETS, LLC

A Delaware Limited Liability Company

 

Financial Statements




INDEX TO UNAUDITED INTERIM FINANCIAL STATEMENTS

Consolidated Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022 (Audited)

F-2

Balance Sheets by Series as of June 30, 2023 (Unaudited) and December 31, 2022 (Audited)

F-3

Consolidated Statements of Operations for the Six Months Ended June 30, 2023 and 2022 (Unaudited)

F-19

Statements of Operations by Series for the six months ended June 30, 2023 and 2022 (Unaudited)

F-20

Consolidated Statements of Changes in Members’ Equity for the Period from December 31, 2022 to June 30, 2023 (Unaudited)

F-30

Statements of Operations by Changes in Members’ Equity for the period from December 31, 2022 to June 30, 2023 (Unaudited)

F-31

Consolidated Statement Of Cash Flow for The Six Months Ended June 30, 2023 and 2022 (Unaudited)

F-34

Statements of Cash Flows by Series for the six months ended June 30, 2023 and 2022 (Unaudited)

F-35

Notes to Consolidated Financial Statements for the Six Months Ended June 30, 2023 and 2022 (Unaudited)

F-47


F-1



VV MARKETS, LLC
CONSOLIDATED BALANCE SHEET
As of June 30, 2023 and December 31, 2022
See accompanying Notes to these Financial Statements

 

 

 

June 30, 2023

December 31, 2022

ASSETS

 

 

 

 

 

 

 

Current Assets:

 

 

 

Cash and cash equivalents

 

$138,512.31 

$96,094.73  

Total Current Assets

 

$138,512.31 

96,094.73  

 

 

 

 

Collectible assets

 

$5,486,036.69 

3,351,004.76  

 

 

 

 

TOTAL ASSETS

 

$5,624,549.00 

$3,447,049.49  

 

 

 

 

LIABILITIES AND MEMBERS’ EQUITY

 

 

 

 

 

 

 

Liabilities:

 

 

 

Current Liabilities:

 

 

 

Advances from manager

 

0 

$ 

Asset purchase payable

 

0 

$ 

Total Current Liabilities

 

0 

$ 

 

 

 

 

Non-current Liabilities:

 

 

 

None

 

0 

 

 

 

 

 

TOTAL LIABILITIES

 

0 

 

 

 

 

 

Members’ Equity:

 

 

 

Membership interest

 

6,763,500.00 

4,086,000.00  

     Membership Distributions

 

-351,075.17 

(258,739.23) 

Retained earnings/(deficit), net of distributions

 

-380,161.28 

(84,151.00) 

Net Income

 

-407,714.55 

(296,010.28) 

 

 

 

 

Total Members’ Equity

 

$5,624,549.00 

3,447,099.49  

 

 

 

 

TOTAL LIABILITIES AND MEMBER’S EQUITY

  

$5,624,549.00 

3,447,099.49  


F-2



VV MARKETS, LLC
BALANCE SHEET (BY-SERIES)
As of June 30, 2023
See accompanying Notes to these Financial Statements

 

 

VV-0001

VV-PNST

VV-STEML

VV-SUPR

VV-CHAM

VV-BDX

VV-MACAL

VV-SPAN

ASSETS

 

 

 

 

 

 

 

 

  Current Assets

 

 

 

 

 

 

 

 

Cash

$2,890.41 

$1,228.00 

$1,289.00 

$2,780.50 

$6,160.86 

$3,021.00 

$1,445.00 

$2,233.78 

  Total Current Assets

$2,890.41 

$1,228.00 

$1,289.00 

$2,780.50 

$6,160.86 

$3,021.00 

$1,445.00 

$2,233.78 

  Other Assets

 

 

 

 

 

 

 

 

     Collectible Assets

0.00 

40,000.00 

56,800.00 

47,957.00 

15,901.76 

53,835.00 

75,400.00 

64,029.00 

  Total Other Assets

$0.00 

$40,000.00 

$56,800.00 

$47,957.00 

$15,901.76 

$53,835.00 

$75,400.00 

$64,029.00 

TOTAL ASSETS

$2,890.41 

$41,228.00 

$58,089.00 

$50,737.50 

$22,062.62 

$56,856.00 

$76,845.00 

$66,262.78 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

  Liabilities

 

 

 

 

 

 

 

 

     Current Liabilities

 

 

 

 

 

 

 

 

        Other Current Liabilities

 

 

 

 

 

 

 

 

        Total Other Current Liabilities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

     Total Current Liabilities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

  Total Liabilities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

  Equity

 

 

 

 

 

 

 

 

     Membership Contributions

46,000.00 

46,000.00 

64,500.00 

71,500.00 

73,000.00 

85,000.00 

85,000.00 

84,000.00 

     Membership Distributions

-53,309.59 

 

 

-20,919.50 

-63,900.14 

-29,624.00 

 

-14,494.22 

    Retained Earnings

10,200.00 

-4,772.00 

-6,411.00 

-6,320.00 

12,962.76 

-7,755.00 

-8,155.00 

-7,772.00 

     Net Income

 

 

 

6,477.00 

 

9,235.00 

 

4,529.00 

  Total Equity

$2,890.41 

$41,228.00 

$58,089.00 

$50,737.50 

$22,062.62 

$56,856.00 

$76,845.00 

$66,262.78 

TOTAL LIABILITIES AND EQUITY

$2,890.41 

$41,228.00 

$58,089.00 

$50,737.50 

$22,062.62 

$56,856.00 

$76,845.00 

$66,262.78 


F-3



VV MARKETS, LLC
BALANCE SHEET (BY-SERIES)
As of June 30, 2023
See accompanying Notes to these Financial Statements

 

 

VV-BOWCK

VV-FUTUR

VV-DRC

VV-NAPA

VV-RHONE

VV-PTRS

VV-JPWY

VV-PDMT

ASSETS

 

 

 

 

 

 

 

 

  Current Assets

 

 

 

 

 

 

 

 

Cash

$11,742.96 

$1,904.00 

$2,329.00 

$6,102.26 

$2,601.00 

$493.00 

$3,179.00 

$2,627.00 

  Total Current Assets

$11,742.96 

$1,904.00 

$2,329.00 

$6,102.26 

$2,601.00 

$493.00 

$3,179.00 

$2,627.00 

  Other Assets

 

 

 

 

 

 

 

 

     Collectible Assets

0.00 

100,254.00 

121,565.00 

114,427.00 

135,700.00 

25,893.00 

165,500.00 

137,100.00 

  Total Other Assets

$0.00 

$100,254.00 

$121,565.00 

$114,427.00 

$135,700.00 

$25,893.00 

$165,500.00 

$137,100.00 

TOTAL ASSETS

$11,742.96 

$102,158.00 

$123,894.00 

$120,529.26 

$138,301.00 

$26,386.00 

$168,679.00 

$139,727.00 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

  Liabilities

 

 

 

 

 

 

 

 

     Current Liabilities

 

 

 

 

 

 

 

 

        Other Current Liabilities

 

 

 

 

 

 

 

 

        Total Other Current Liabilities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

     Total Current Liabilities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

  Total Liabilities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

  Equity

 

 

 

 

 

 

 

 

     Membership Contributions

94,000.00 

112,000.00 

137,000.00 

142,000.00 

153,000.00 

29,000.00 

187,000.00 

154,500.00 

     Membership Distributions

-120,160.00 

 

 

-15,811.74 

 

 

 

 

    Retained Earnings

37,902.96 

-9,842.00 

-13,106.00 

-5,659.00 

-14,699.00 

-2,614.00 

-18,321.00 

-14,773.00 

     Net Income

 

 

 

 

 

 

 

 

  Total Equity

$11,742.96 

$102,158.00 

$123,894.00 

$120,529.26 

$138,301.00 

$26,386.00 

$168,679.00 

$139,727.00 

TOTAL LIABILITIES AND EQUITY

$11,742.96 

$102,158.00 

$123,894.00 

$120,529.26 

$138,301.00 

$26,386.00 

$168,679.00 

$139,727.00 


F-4



VV MARKETS, LLC
BALANCE SHEET (BY-SERIES)
As of June 30, 2023
See accompanying Notes to these Financial Statements

 

 

VV-BOD10

VV-ROSE

VV-GPS

VV-LAF10

VV-JYFT

VV-MR19

VV-BDMA

VV-DRCH

ASSETS

 

 

 

 

 

 

 

 

  Current Assets

 

 

 

 

 

 

 

 

Cash

$1,692.00 

$697.00 

$2,193.00 

$2,057.00 

$360.00 

$476.00 

$731.00 

$901.00 

  Total Current Assets

$1,692.00 

$697.00 

$2,193.00 

$2,057.00 

$360.00 

$476.00 

$731.00 

$901.00 

  Other Assets

 

 

 

 

 

 

 

 

     Collectible Assets

87,864.00 

36,322.00 

106,550.00 

106,428.00 

20,000.00 

23,035.00 

37,395.00 

46,396.00 

  Total Other Assets

$87,864.00 

$36,322.00 

$106,550.00 

$106,428.00 

$20,000.00 

$23,035.00 

$37,395.00 

$46,396.00 

TOTAL ASSETS

$89,556.00 

$37,019.00 

$108,743.00 

$108,485.00 

$20,360.00 

$23,511.00 

$38,126.00 

$47,297.00 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

  Liabilities

 

 

 

 

 

 

 

 

     Current Liabilities

 

 

 

 

 

 

 

 

        Other Current Liabilities

 

 

 

 

 

 

 

 

        Total Other Current Liabilities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

     Total Current Liabilities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

  Total Liabilities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

  Equity

 

 

 

 

 

 

 

 

     Membership Contributions

99,500.00 

41,000.00 

129,000.00 

121,000.00 

24,000.00 

28,000.00 

43,000.00 

53,000.00 

     Membership Distributions

 

 

 

 

 

 

 

 

    Retained Earnings

-9,944.00 

-3,981.00 

-20,257.00 

-12,515.00 

-3,640.00 

-4,489.00 

-4,874.00 

-5,703.00 

     Net Income

 

 

 

 

 

 

 

 

  Total Equity

$89,556.00 

$37,019.00 

$108,743.00 

$108,485.00 

$20,360.00 

$23,511.00 

$38,126.00 

$47,297.00 

TOTAL LIABILITIES AND EQUITY

$89,556.00 

$37,019.00 

$108,743.00 

$108,485.00 

$20,360.00 

$23,511.00 

$38,126.00 

$47,297.00 


F-5



VV MARKETS, LLC
BALANCE SHEET (BY-SERIES)
As of June 30, 2023
See accompanying Notes to these Financial Statements

 

 

VV-MACAL50

VV-GERM

VV-LR15

VV-JSCV

VV-SCRV

VV-CDCV

VV-CB100

VV-KGC1

ASSETS

 

 

 

 

 

 

 

 

  Current Assets

 

 

 

 

 

 

 

 

Cash

$1,955.00 

$2,045.60 

$1,190.00 

$1,037.00 

$2,227.00 

$646.00 

$969.00 

$1,276.00 

  Total Current Assets

$1,955.00 

$2,045.60 

$1,190.00 

$1,037.00 

$2,227.00 

$646.00 

$969.00 

$1,276.00 

  Other Assets

 

 

 

 

 

 

 

 

     Collectible Assets

102,000.00 

40,151.00 

55,425.00 

52,674.00 

116,067.00 

32,842.00 

48,932.00 

66,022.00 

  Total Other Assets

$102,000.00 

$40,151.00 

$55,425.00 

$52,674.00 

$116,067.00 

$32,842.00 

$48,932.00 

$66,022.00 

TOTAL ASSETS

$103,955.00 

$42,196.60 

$56,615.00 

$53,711.00 

$118,294.00 

$33,488.00 

$49,901.00 

$67,298.00 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

  Liabilities

 

 

 

 

 

 

 

 

     Current Liabilities

 

 

 

 

 

 

 

 

        Other Current Liabilities

 

 

 

 

 

 

 

 

        Total Other Current Liabilities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

     Total Current Liabilities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

  Total Liabilities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

  Equity

 

 

 

 

 

 

 

 

     Membership Contributions

115,000.00 

53,000.00 

70,000.00 

61,000.00 

131,000.00 

38,000.00 

57,000.00 

75,000.00 

     Membership Distributions

 

-9,428.40 

 

 

 

 

 

 

    Retained Earnings

-11,045.00 

-1,375.00 

-13,385.00 

-7,289.00 

-12,706.00 

-4,512.00 

-7,099.00 

-7,702.00 

     Net Income

 

 

 

 

 

 

 

 

  Total Equity

$103,955.00 

$42,196.60 

$56,615.00 

$53,711.00 

$118,294.00 

$33,488.00 

$49,901.00 

$67,298.00 

TOTAL LIABILITIES AND EQUITY

$103,955.00 

$42,196.60 

$56,615.00 

$53,711.00 

$118,294.00 

$33,488.00 

$49,901.00 

$67,298.00 


F-6



VV MARKETS, LLC
BALANCE SHEET (BY-SERIES)
As of June 30, 2023
See accompanying Notes to these Financial Statements

 

 

VV-DRC15

VV-CHBL1

VV-BDXM1

VV-PFGV

VV-WBURG

VV-KGC2

VV-MACAL2

VV-MVRW

ASSETS

 

 

 

 

 

 

 

 

  Current Assets

 

 

 

 

 

 

 

 

Cash

$1,292.00 

$1,596.18 

$3,400.00 

$1,393.00 

$2,346.00 

$2,686.00 

$1,785.00 

$2,635.00 

  Total Current Assets

$1,292.00 

$1,596.18 

$3,400.00 

$1,393.00 

$2,346.00 

$2,686.00 

$1,785.00 

$2,635.00 

  Other Assets

 

 

 

 

 

 

 

 

     Collectible Assets

67,200.00 

20,973.52 

166,938.00 

68,350.00 

122,251.00 

132,746.00 

89,196.00 

126,178.00 

  Total Other Assets

$67,200.00 

$20,973.52 

$166,938.00 

$68,350.00 

$122,251.00 

$132,746.00 

$89,196.00 

$126,178.00 

TOTAL ASSETS

$68,492.00 

$22,569.70 

$170,338.00 

$69,743.00 

$124,597.00 

$135,432.00 

$90,981.00 

$128,813.00 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

  Liabilities

 

 

 

 

 

 

 

 

     Current Liabilities

 

 

 

 

 

 

 

 

        Other Current Liabilities

 

 

 

 

 

 

 

 

        Total Other Current Liabilities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

     Total Current Liabilities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

  Total Liabilities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

  Equity

 

 

 

 

 

 

 

 

     Membership Contributions

76,000.00 

30,000.00 

200,000.00 

82,000.00 

138,000.00 

158,000.00 

105,000.00 

155,000.00 

     Membership Distributions

 

-6,114.90 

 

 

 

 

 

 

    Retained Earnings

-7,508.00 

-3,954.00 

-29,662.00 

-12,257.00 

-13,403.00 

-22,568.00 

-14,019.00 

-26,187.00 

     Net Income

 

2,638.60 

 

 

 

 

 

 

  Total Equity

$68,492.00 

$22,569.70 

$170,338.00 

$69,743.00 

$124,597.00 

$135,432.00 

$90,981.00 

$128,813.00 

TOTAL LIABILITIES AND EQUITY

$68,492.00 

$22,569.70 

$170,338.00 

$69,743.00 

$124,597.00 

$135,432.00 

$90,981.00 

$128,813.00 


F-7



VV MARKETS, LLC
BALANCE SHEET (BY-SERIES)
As of June 30, 2023
See accompanying Notes to these Financial Statements

 

 

VV-DRC15

VV-CHBL1

VV-BDXM1

VV-PFGV

VV-WBURG

VV-KGC2

VV-MACAL2

VV-MVRW

ASSETS

 

 

 

 

 

 

 

 

  Current Assets

 

 

 

 

 

 

 

 

Cash

$1,292.00 

$1,596.18 

$3,400.00 

$1,393.00 

$2,346.00 

$2,686.00 

$1,785.00 

$2,635.00 

  Total Current Assets

$1,292.00 

$1,596.18 

$3,400.00 

$1,393.00 

$2,346.00 

$2,686.00 

$1,785.00 

$2,635.00 

  Other Assets

 

 

 

 

 

 

 

 

     Collectible Assets

67,200.00 

20,973.52 

166,938.00 

68,350.00 

122,251.00 

132,746.00 

89,196.00 

126,178.00 

  Total Other Assets

$67,200.00 

$20,973.52 

$166,938.00 

$68,350.00 

$122,251.00 

$132,746.00 

$89,196.00 

$126,178.00 

TOTAL ASSETS

$68,492.00 

$22,569.70 

$170,338.00 

$69,743.00 

$124,597.00 

$135,432.00 

$90,981.00 

$128,813.00 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

  Liabilities

 

 

 

 

 

 

 

 

     Current Liabilities

 

 

 

 

 

 

 

 

        Other Current Liabilities

 

 

 

 

 

 

 

 

        Total Other Current Liabilities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

     Total Current Liabilities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

  Total Liabilities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

  Equity

 

 

 

 

 

 

 

 

     Membership Contributions

76,000.00 

30,000.00 

200,000.00 

82,000.00 

138,000.00 

158,000.00 

105,000.00 

155,000.00 

     Membership Distributions

 

-6,114.90 

 

 

 

 

 

 

    Retained Earnings

-7,508.00 

-3,954.00 

-29,662.00 

-12,257.00 

-13,403.00 

-22,568.00 

-14,019.00 

-26,187.00 

     Net Income

 

2,638.60 

 

 

 

 

 

 

  Total Equity

$68,492.00 

$22,569.70 

$170,338.00 

$69,743.00 

$124,597.00 

$135,432.00 

$90,981.00 

$128,813.00 

TOTAL LIABILITIES AND EQUITY

$68,492.00 

$22,569.70 

$170,338.00 

$69,743.00 

$124,597.00 

$135,432.00 

$90,981.00 

$128,813.00 


F-8



VV MARKETS, LLC
BALANCE SHEET (BY-SERIES)
As of June 30, 2023
See accompanying Notes to these Financial Statements

 

 

VV-DRCRC1

VV-CDVM

VV-MACAL3

VV-POM1

VV-BXEP21

VV-DRCH17

VV-MACFC

VV-BOW50

ASSETS

 

 

 

 

 

 

 

 

  Current Assets

 

 

 

 

 

 

 

 

Cash

$1,700.00 

$1,700.00 

$2,210.00 

$1,870.00 

$3,910.00 

$2,793.76 

$1,122.00 

$1,020.00 

  Total Current Assets

$1,700.00 

$1,700.00 

$2,210.00 

$1,870.00 

$3,910.00 

$2,793.76 

$1,122.00 

$1,020.00 

  Other Assets

 

 

 

 

 

 

 

 

     Collectible Assets

88,279.00 

84,284.00 

106,878.00 

92,125.00 

193,198.00 

60,643.41 

54,050.00 

37,500.00 

  Total Other Assets

$88,279.00 

$84,284.00 

$106,878.00 

$92,125.00 

$193,198.00 

$60,643.41 

$54,050.00 

$37,500.00 

TOTAL ASSETS

$89,979.00 

$85,984.00 

$109,088.00 

$93,995.00 

$197,108.00 

$63,437.17 

$55,172.00 

$38,520.00 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

  Liabilities

 

 

 

 

 

 

 

 

     Current Liabilities

 

 

 

 

 

 

 

 

        Other Current Liabilities

 

 

 

 

 

 

 

 

        Total Other Current Liabilities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

     Total Current Liabilities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

  Total Liabilities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

  Equity

 

 

 

 

 

 

 

 

     Membership Contributions

100,000.00 

100,000.00 

130,000.00 

110,000.00 

230,000.00 

88,000.00 

66,000.00 

60,000.00 

     Membership Distributions

 

 

 

 

 

-17,312.68 

 

 

    Retained Earnings

-10,021.00 

-14,016.00 

-20,912.00 

-16,005.00 

 

 

 

 

     Net Income

 

 

 

 

-32,892.00 

-7,250.15 

-10,828.00 

-21,480.00 

  Total Equity

$89,979.00 

$85,984.00 

$109,088.00 

$93,995.00 

$197,108.00 

$63,437.17 

$55,172.00 

$38,520.00 

TOTAL LIABILITIES AND EQUITY

$89,979.00 

$85,984.00 

$109,088.00 

$93,995.00 

$197,108.00 

$63,437.17 

$55,172.00 

$38,520.00 


F-9



VV MARKETS, LLC
BALANCE SHEET (BY-SERIES)
As of June 30, 2023
See accompanying Notes to these Financial Statements

 

 

VV-CCC1

VV-TLC1

VV-RTBC

VV-MARG1

VV-SAIC

VV-BDX2K

VV-DRCH14

VV-HAWV

ASSETS

 

 

 

 

 

 

 

 

  Current Assets

 

 

 

 

 

 

 

 

Cash

$1,479.00 

$1,343.00 

$1,744.00 

$1,666.00 

$1,156.00 

$2,992.00 

$1,224.00 

$901.00 

  Total Current Assets

$1,479.00 

$1,343.00 

$1,744.00 

$1,666.00 

$1,156.00 

$2,992.00 

$1,224.00 

$901.00 

  Other Assets

 

 

 

 

 

 

 

 

     Collectible Assets

72,283.00 

65,870.00 

84,178.00 

81,722.00 

51,916.00 

146,390.00 

63,700.00 

46,650.00 

  Total Other Assets

$72,283.00 

$65,870.00 

$84,178.00 

$81,722.00 

$51,916.00 

$146,390.00 

$63,700.00 

$46,650.00 

TOTAL ASSETS

$73,762.00 

$67,213.00 

$85,922.00 

$83,388.00 

$53,072.00 

$149,382.00 

$64,924.00 

$47,551.00 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

  Liabilities

 

 

 

 

 

 

 

 

     Current Liabilities

 

 

 

 

 

 

 

 

        Other Current Liabilities

 

 

 

 

 

 

 

 

        Total Other Current Liabilities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

     Total Current Liabilities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

  Total Liabilities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

  Equity

 

 

 

 

 

 

 

 

     Membership Contributions

87,000.00 

79,000.00 

102,000.00 

98,000.00 

68,000.00 

176,000.00 

72,000.00 

53,000.00 

     Membership Distributions

 

 

 

 

 

 

 

 

    Retained Earnings

 

 

 

 

 

 

 

 

     Net Income

-13,238.00 

-11,787.00 

-16,078.00 

-14,612.00 

-14,928.00 

-26,618.00 

-7,076.00 

-5,449.00 

  Total Equity

$73,762.00 

$67,213.00 

$85,922.00 

$83,388.00 

$53,072.00 

$149,382.00 

$64,924.00 

$47,551.00 

TOTAL LIABILITIES AND EQUITY

$73,762.00 

$67,213.00 

$85,922.00 

$83,388.00 

$53,072.00 

$149,382.00 

$64,924.00 

$47,551.00 


F-10



VV MARKETS, LLC
BALANCE SHEET (BY-SERIES)
As of June 30, 2023
See accompanying Notes to these Financial Statements

 

 

VV-MACAL4

VV-LAF19

VV-KGC3

VV-KGC4

VV-DP08

VV-DL19

VV-DRC09

VV-ITRC

ASSETS

 

 

 

 

 

 

 

 

  Current Assets

 

 

 

 

 

 

 

 

Cash

$1,360.00 

$782.00 

$1,462.00 

$1,088.00 

$1,445.00 

$1,071.00 

$1,785.00 

$1,241.00 

  Total Current Assets

$1,360.00 

$782.00 

$1,462.00 

$1,088.00 

$1,445.00 

$1,071.00 

$1,785.00 

$1,241.00 

  Other Assets

 

 

 

 

 

 

 

 

     Collectible Assets

56,216.00 

37,200.00 

78,000.00 

42,250.00 

71,996.00 

52,632.00 

90,480.00 

58,775.00 

  Total Other Assets

$56,216.00 

$37,200.00 

$78,000.00 

$42,250.00 

$71,996.00 

$52,632.00 

$90,480.00 

$58,775.00 

TOTAL ASSETS

$57,576.00 

$37,982.00 

$79,462.00 

$43,338.00 

$73,441.00 

$53,703.00 

$92,265.00 

$60,016.00 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

  Liabilities

 

 

 

 

 

 

 

 

     Current Liabilities

 

 

 

 

 

 

 

 

        Other Current Liabilities

 

 

 

 

 

 

 

 

        Total Other Current Liabilities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

     Total Current Liabilities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

  Total Liabilities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

  Equity

 

 

 

 

 

 

 

 

     Membership Contributions

80,000.00 

46,000.00 

86,000.00 

64,000.00 

85,000.00 

63,000.00 

105,000.00 

73,000.00 

     Membership Distributions

 

 

 

 

 

 

 

 

    Retained Earnings

 

 

 

 

 

 

 

 

     Net Income

-22,424.00 

-8,018.00 

-6,538.00 

-20,662.00 

-11,559.00 

-9,297.00 

-12,735.00 

-12,984.00 

  Total Equity

$57,576.00 

$37,982.00 

$79,462.00 

$43,338.00 

$73,441.00 

$53,703.00 

$92,265.00 

$60,016.00 

TOTAL LIABILITIES AND EQUITY

$57,576.00 

$37,982.00 

$79,462.00 

$43,338.00 

$73,441.00 

$53,703.00 

$92,265.00 

$60,016.00 


F-11



VV MARKETS, LLC
BALANCE SHEET (BY-SERIES)
As of June 30, 2023
See accompanying Notes to these Financial Statements

 

 

VV-BOW2

VV-KCSK

VV-YAM1

VV-LBV1

VV-SCC1

VV-GUGL1

VV-DRCH19

VV-BOMA

ASSETS

 

 

 

 

 

 

 

 

  Current Assets

 

 

 

 

 

 

 

 

Cash

$952.00 

$0.00 

$663.00 

$$1,734 

$$1,011 

$$1,037 

$$3,298 

$$1,140 

  Total Current Assets

$952.00 

$0.00 

$663.00 

$$1,734 

$$1,011 

$$1,037 

$$3,298 

$$1,140 

  Other Assets

 

 

 

 

 

 

 

 

     Collectible Assets

39,172.00 

258,000.00 

29,454.00 

84,834.00 

52,172.00 

50,906.00 

165,806.00 

62,180.00 

  Total Other Assets

$39,172.00 

$258,000.00 

$29,454.00 

$84,834.00 

$52,172.00 

$50,906.00 

$165,806.00 

$62,180.00 

TOTAL ASSETS

$40,124.00 

$258,000.00 

$30,117.00 

$86,568.00 

$53,183.00 

$51,943.00 

$169,104.00 

$63,320.00 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

  Liabilities

 

 

 

 

 

 

 

 

     Current Liabilities

 

 

 

 

 

 

 

 

        Other Current Liabilities

 

 

 

 

 

 

 

 

        Total Other Current Liabilities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

     Total Current Liabilities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

  Total Liabilities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

  Equity

 

 

 

 

 

 

 

 

     Membership Contributions

56,000.00 

315,000.00 

39,000.00 

102,000.00 

59,500.00 

61,000.00 

194,000.00 

70,000.00 

     Membership Distributions

 

 

 

 

 

 

 

 

    Retained Earnings

 

 

 

 

 

 

 

 

     Net Income

-15,876.00 

-57,000.00 

-8,883.00 

-15,432.00 

-6,317.00 

-9,057.00 

-24,896.00 

-6,680.00 

  Total Equity

$40,124.00 

$258,000.00 

$30,117.00 

$86,568.00 

$53,183.00 

$51,943.00 

$169,104.00 

$63,320.00 

TOTAL LIABILITIES AND EQUITY

$40,124.00 

$258,000.00 

$30,117.00 

$86,568.00 

$53,183.00 

$51,943.00 

$169,104.00 

$63,320.00 


F-12



VV MARKETS, LLC

BALANCE SHEET (BY-SERIES)

As of December 31, 2022

See accompanying Notes to these Financial Statements

 

 

VV-0001

VV-PNST

VV-STEML

VV-SUPR

VV-CHAM

VV-BDX

VV-MACAL

VV-SPAN

ASSETS

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

Cash and Cash Equivalents

2,997.35  

1,228.00  

1,289.00  

1,380.00  

9,500.92  

1,445.00  

1,445.00  

1,428.00  

Total Current Assets

2,997.35  

1,228.00  

1,289.00  

1,380.00  

9,500.92  

1,445.00  

1,445.00  

1,428.00  

 

 

 

 

 

 

 

 

 

Collectible Assets

 

40,000.00  

56,800.00  

63,800.00  

15,901.76  

75,800.00  

75,400.00  

74,800.00  

TOTAL ASSETS

2,997.35  

41,228.00  

58,089.00  

65,180.00  

25,402.68  

77,245.00  

76,845.00  

76,228.00  

LIABILITIES AND MEMBERS' EQUITY

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Other Current Liabilities

 

 

 

 

 

 

 

 

Total Current Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

 

 

 

 

 

 

MEMBERS" EQUITY

 

 

 

 

 

 

 

 

Membership Subscriptions

46,000.00  

46,000.00  

64,500.00  

71,500.00  

73,000.00  

85,000.00  

85,000.00  

84,000.00  

Membership Distributions/Dividends

(53,202.65) 

 

 

 

(60,560.08) 

 

 

 

Retained Earnings

(5,039.00) 

(4,772.00) 

(6,411.00) 

(6,320.00) 

(6,577.00) 

(7,755.00) 

(8,155.00) 

(7,772.00) 

Net Income

15,239.00  

 

 

 

19,539.76  

 

 

 

Total Equity

2,997.35  

41,228.00  

58,089.00  

65,180.00  

25,402.68  

77,245.00  

76,845.00  

76,228.00  

TOTAL LIABILITIES
AND MEMBERS' EQUITY

2,997.35  

41,228.00  

58,089.00  

65,180.00  

25,402.68  

77,245.00  

76,845.00  

76,228.00  


F-13



VV MARKETS, LLC

BALANCE SHEET (BY-SERIES)

As of December 31, 2022

See accompanying Notes to these Financial Statements

 

 

VV-BOWCK

VV-FUTUR

VV-DRC

VV-NAPA

VV-RHONE

VV-PTRS

VV-JPWY

VV-PDMT

ASSETS

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

Cash and Cash Equivalents

11,742.96  

1,904.00  

2,329.00  

6,525.90  

2,601.00  

493.00  

3,179.00  

2,627.00  

Total Current Assets

11,742.96  

1,904.00  

2,329.00  

6,525.90  

2,601.00  

493.00  

3,179.00  

2,627.00  

 

 

 

 

 

 

 

 

 

Collectible Assets

 

100,254.00  

121,565.00  

114,427.00  

135,700.00  

25,893.00  

165,500.00  

137,100.00  

TOTAL ASSETS

11,742.96  

102,158.00  

123,894.00  

120,952.90  

138,301.00  

26,386.00  

168,679.00  

139,727.00  

LIABILITIES AND MEMBERS' EQUITY

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Other Current Liabilities

 

 

 

 

 

 

 

 

Total Current Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

 

 

 

 

 

 

MEMBERS" EQUITY

 

 

 

 

 

 

 

 

Membership Subscriptions

94,000.00  

112,000.00  

137,000.00  

142,000.00  

153,000.00  

29,000.00  

187,000.00  

154,500.00  

Membership Distributions/Dividends

(120,160.00) 

 

 

(15,388.10) 

 

 

 

 

Retained Earnings

(8,402.00) 

(9,842.00) 

(13,106.00) 

 

 

 

 

 

Net Income

46,304.96  

 

 

(5,659.00) 

(14,699.00) 

(2,614.00) 

(18,321.00) 

(14,773.00) 

Total Equity

11,742.96  

102,158.00  

123,894.00  

120,952.90  

138,301.00  

26,386.00  

168,679.00  

139,727.00  

TOTAL LIABILITIES
AND MEMBERS' EQUITY

11,742.96  

102,158.00  

123,894.00  

120,952.90  

138,301.00  

26,386.00  

168,679.00  

139,727.00  


F-14



VV MARKETS, LLC

BALANCE SHEET (BY-SERIES)

As of December 31, 2022

See accompanying Notes to these Financial Statements

 

 

VV-BOD10

VV-ROSE

VV-GPS

VV-LAF10

VV-JYFT

VV-MR19

VV-BDMA

VV-DRCH

ASSETS

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

Cash and Cash Equivalents

1,692.00  

697.00  

2,193.00  

2,057.00  

360.00  

476.00  

731.00  

901.00  

Total Current Assets

1,692.00  

697.00  

2,193.00  

2,057.00  

360.00  

476.00  

731.00  

901.00  

 

 

 

 

 

 

 

 

 

Collectible Assets

87,864.00  

36,322.00  

106,550.00  

106,428.00  

20,000.00  

23,035.00  

37,395.00  

46,396.00  

TOTAL ASSETS

89,556.00  

37,019.00  

108,743.00  

108,485.00  

20,360.00  

23,511.00  

38,126.00  

47,297.00  

LIABILITIES AND MEMBERS' EQUITY

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Other Current Liabilities

 

 

 

 

 

 

 

 

Total Current Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

 

 

 

 

 

 

MEMBERS" EQUITY

 

 

 

 

 

 

 

 

Membership Subscriptions

99,500.00  

41,000.00  

129,000.00  

121,000.00  

24,000.00  

28,000.00  

43,000.00  

53,000.00  

Membership Distributions/Dividends

 

 

 

 

 

 

 

 

Retained Earnings

 

 

 

 

 

 

 

 

Net Income

(9,944.00) 

(3,981.00) 

(20,257.00) 

(12,515.00) 

(3,640.00) 

(4,489.00) 

(4,874.00) 

(5,703.00) 

Total Equity

89,556.00  

37,019.00  

108,743.00  

108,485.00  

20,360.00  

23,511.00  

38,126.00  

47,297.00  

TOTAL LIABILITIES
AND MEMBERS' EQUITY

89,556.00  

37,019.00  

108,743.00  

108,485.00  

20,360.00  

23,511.00  

38,126.00  

47,297.00  


F-15



VV MARKETS, LLC

BALANCE SHEET (BY-SERIES)

As of December 31, 2022

See accompanying Notes to these Financial Statements

 

 

VV-MACAL50

VV-GERM

VV-LR15

VV-JSCV

VV-SCRV

VV-CDCV

VV-CB100

VV-KGC1

ASSETS

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

Cash and Cash Equivalents

1,955.00  

2,045.60  

1,190.00  

1,037.00  

2,227.00  

646.00  

969.00  

1,276.00  

Total Current Assets

1,955.00  

2,045.60  

1,190.00  

1,037.00  

2,227.00  

646.00  

969.00  

1,276.00  

 

 

 

 

 

 

 

 

 

Collectible Assets

102,000.00  

40,151.00  

55,425.00  

52,674.00  

116,067.00  

32,842.00  

48,932.00  

66,022.00  

TOTAL ASSETS

103,955.00  

42,196.60  

56,615.00  

53,711.00  

118,294.00  

33,488.00  

49,901.00  

67,298.00  

LIABILITIES AND MEMBERS' EQUITY

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Other Current Liabilities

 

 

 

 

 

 

 

 

Total Current Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

 

 

 

 

 

 

MEMBERS" EQUITY

 

 

 

 

 

 

 

 

Membership Subscriptions

115,000.00  

53,000.00  

70,000.00  

61,000.00  

131,000.00  

38,000.00  

57,000.00  

75,000.00  

Membership Distributions/Dividends

 

(9,428.40) 

 

 

 

 

 

 

Retained Earnings

 

 

 

 

 

 

 

 

Net Income

(11,045.00) 

(1,375.00) 

(13,385.00) 

(7,289.00) 

(12,706.00) 

(4,512.00) 

(7,099.00) 

(7,702.00) 

Total Equity

103,955.00  

42,196.60  

56,615.00  

53,711.00  

118,294.00  

33,488.00  

49,901.00  

67,298.00  

TOTAL LIABILITIES
AND MEMBERS' EQUITY

103,955.00  

42,196.60  

56,615.00  

53,711.00  

118,294.00  

33,488.00  

49,901.00  

67,298.00  


F-16



VV MARKETS, LLC

BALANCE SHEET (BY-SERIES)

As of December 31, 2022

See accompanying Notes to these Financial Statements

 

 

 

VV-DRC15

VV-CHBL1

VV-BDXM1

VV-PFGV

VV-WBURG

VV-KGC2

VV-MACAL2

VV-MVRW

ASSETS

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

Cash and Cash Equivalents

1,292.00  

510.00  

3,400.00  

1,393.00  

2,346.00  

2,686.00  

1,785.00  

2,635.00  

Total Current Assets

1,292.00  

510.00  

3,400.00  

1,393.00  

2,346.00  

2,686.00  

1,785.00  

2,635.00  

 

 

 

 

 

 

 

 

 

Collectible Assets

67,200.00  

25,536.00  

166,938.00  

68,350.00  

122,251.00  

132,746.00  

89,196.00  

126,178.00  

TOTAL ASSETS

68,492.00  

26,046.00  

170,338.00  

69,743.00  

124,597.00  

135,432.00  

90,981.00  

128,813.00  

LIABILITIES AND MEMBERS' EQUITY

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Other Current Liabilities

 

 

 

 

 

 

 

 

Total Current Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

 

 

 

 

 

 

MEMBERS" EQUITY

 

 

 

 

 

 

 

 

Membership Subscriptions

76,000.00  

30,000.00  

200,000.00  

82,000.00  

138,000.00  

158,000.00  

105,000.00  

155,000.00  

Membership Distributions/Dividends

 

 

 

 

 

 

 

 

Retained Earnings

 

 

 

 

 

 

 

 

Net Income

(7,508.00) 

(3,954.00) 

(29,662.00) 

(12,257.00) 

(13,403.00) 

(22,568.00) 

(14,019.00) 

(26,187.00) 

Total Equity

68,492.00  

26,046.00  

170,338.00  

69,743.00  

124,597.00  

135,432.00  

90,981.00  

128,813.00  

TOTAL LIABILITIES
AND MEMBERS' EQUITY

68,492.00  

26,046.00  

170,338.00  

69,743.00  

124,597.00  

135,432.00  

90,981.00  

128,813.00  


F-17



VV MARKETS, LLC

BALANCE SHEET (BY-SERIES)

As of December 31, 2022

See accompanying Notes to these Financial Statements

 

 

VV-DRCRC1

VV-CDVM

VV-MACAL3

VV-POM1

ASSETS

 

 

 

 

  Current Assets

 

 

 

 

Cash and Cash Equivalents

1,700.00  

1,700.00  

2,160.00  

1,870.00  

  Total Current Assets

1,700.00  

1,700.00  

2,160.00  

1,870.00  

 

 

 

 

 

Collectible Assets

88,279.00  

84,284.00  

106,878.00  

92,125.00  

TOTAL ASSETS

89,979.00  

85,984.00  

109,038.00  

93,995.00  

LIABILITIES AND MEMBERS' EQUITY

 

 

 

 

  Liabilities

 

 

 

 

     Current Liabilities

 

 

 

 

        Other Current Liabilities

 

 

 

 

     Total Current Liabilities

 

 

 

 

 

 

 

 

 

  Total Liabilities

 

 

 

 

MEMBERS" EQUITY

 

 

 

 

Membership Subscriptions

100,000.00  

100,000.00  

130,000.00  

110,000.00  

  Membership Distributions/Dividends

 

 

 

 

     Retained Earnings

 

 

 

 

     Net Income

(10,021.00) 

(14,016.00) 

(20,962.00) 

(16,005.00) 

  Total Equity

89,979.00  

85,984.00  

109,038.00  

93,995.00  

TOTAL LIABILITIES
AND MEMBERS' EQUITY

89,979.00  

85,984.00  

109,038.00  

93,995.00  


F-18



VV MARKETS, LLC

CONSOLIDATED STATEMENT OF OPERATIONS

For the period from January 1, 2023 to June 30, 2023 (Unaudited)

And the period from January 1, 2022 to June 30, 2022 (Unaudited)

In the opinion of management all adjustments necessary in order to make the interim financial statements not

misleading have been included. See accompanying Notes to these Financial Statements.

 

 

 

June 30, 2023 (Unaudited)

June 30, 2022 (Unaudited)

 

Revenues

 

$94,631.52  

$22,487.97  

 

Cost of revenues

 

66,148.07  

18,349.40  

 

Gross Profit (Loss)

 

28,483.45  

4,138.57  

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

General and administrative

 

436,148.00  

118,920.00  

 

 

 

 

 

 

Operating Income/(Loss)

 

(407,665.00) 

(114,781.43) 

 

 

 

 

 

 

Provision for Income Taxes

 

 

 

 

 

 

 

 

 

Net Income

  

$(407,665.00) 

$(114,781.43) 

 


F-19



VV MARKETS, LLC
STATEMENT OF OPERATIONS (BY-SERIES)

For the Six Months Ended June 30, 2023

In the opinion of management all adjustments necessary in order to make the interim financial statements not

misleading have been included. See accompanying Notes to these Financial Statements

 

 

VV-0001

VV-PNST

VV-STEML

VV-SUPR

VV-CHAM

VV-BDX

VV-MACAL

VV-SPAN

Revenue

 

 

 

22,320.00  

 

31,200.00  

 

15,300.00  

Total Revenue

$0.00 

$0.00 

$0.00 

$22,320.00 

$0.00 

$31,200.00 

$0.00 

$15,300.00 

  Cost of goods sold

 

 

 

15,843.00 

 

21,965.00 

 

10,771.00 

Total Cost of Goods Sold

$0.00 

$0.00 

$0.00 

$15,843.00 

$0.00 

$21,965.00 

$0.00 

$10,771.00 

Gross Profit

$0.00 

$0.00 

$0.00 

$6,477.00 

$0.00 

$9,235.00 

$0.00 

$4,529.00 

Expenses

 

 

 

 

 

 

 

 

  Broker-Dealer Expense

 

 

 

 

 

 

 

 

  Sourcing Fee

 

 

 

 

 

 

 

 

  Other Expenses

 

 

 

 

 

 

 

 

Total Expenses

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Net Operating Income

$0.00 

$0.00 

$0.00 

$6,477.00 

$0.00 

$9,235.00 

$0.00 

$4,529.00 

Net Income

$0.00 

$0.00 

$0.00 

$6,477.00 

$0.00 

$9,235.00 

$0.00 

$4,529.00 


F-20



VV MARKETS, LLC
STATEMENT OF OPERATIONS (BY-SERIES)
For the Six Months Ended June 30, 2023

In the opinion of management all adjustments necessary in order to make the interim financial statements not

misleading have been included. See accompanying Notes to these Financial Statements

 

 

VV-BOWCK

VV-FUTUR

VV-DRC

VV-NAPA

VV-RHONE

VV-PTRS

VV-JPWY

VV-PDMT

Revenue

 

 

 

 

 

 

 

 

Total Revenue

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

  Cost of goods sold

 

 

 

 

 

 

 

 

Total Cost of Goods Sold

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Gross Profit

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Expenses

 

 

 

 

 

 

 

 

  Broker-Dealer Expense

 

 

 

 

 

 

 

 

  Sourcing Fee

 

 

 

 

 

 

 

 

  Other Expenses

 

 

 

 

 

 

 

 

Total Expenses

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Net Operating Income

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Net Income

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

 

 

VV MARKETS, LLC
STATEMENT OF OPERATIONS (BY-SERIES)
For the Six Months Ended June 30, 2023
In the opinion of management all adjustments necessary in order to make the interim financial statements not

misleading have been included. See accompanying Notes to these Financial Statements

 

 

VV-BOD10

VV-ROSE

VV-GPS

VV-LAF10

VV-JYFT

VV-MR19

VV-BDMA

VV-DRCH

Revenue

 

 

 

 

 

 

 

 

Total Revenue

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

  Cost of goods sold

 

 

 

 

 

 

 

 

Total Cost of Goods Sold

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Gross Profit

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Expenses

 

 

 

 

 

 

 

 

  Broker-Dealer Expense

 

 

 

 

 

 

 

 

  Sourcing Fee

 

 

 

 

 

 

 

 

  Other Expenses

 

 

 

 

 

 

 

 

Total Expenses

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Net Operating Income

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Net Income

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 


F-21



VV MARKETS, LLC
STATEMENT OF OPERATIONS (BY-SERIES)
For the Six Months Ended June 30, 2023
In the opinion of management all adjustments necessary in order to make the interim financial statements not

misleading have been included. See accompanying Notes to these Financial Statements

 

 

VV-MACAL50

VV-GERM

VV-LR15

VV-JSCV

VV-SCRV

VV-CDCV

VV-CB100

VV-KGC1

Revenue

 

 

 

 

 

 

 

 

Total Revenue

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

  Cost of goods sold

 

 

 

 

 

 

 

 

Total Cost of Goods Sold

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Gross Profit

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Expenses

 

 

 

 

 

 

 

 

  Broker-Dealer Expense

 

 

 

 

 

 

 

 

  Sourcing Fee

 

 

 

 

 

 

 

 

  Other Expenses

 

 

 

 

 

 

 

 

Total Expenses

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Net Operating Income

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Net Income

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

 

 

VV MARKETS, LLC
STATEMENT OF OPERATIONS (BY-SERIES)
For the Six Months Ended June 30, 2023
In the opinion of management all adjustments necessary in order to make the interim financial statements not

misleading have been included. See accompanying Notes to these Financial Statements

 

 

VV-DRC15

VV-CHBL1

VV-BDXM1

VV-PFGV

VV-WBURG

VV-KGC2

VV-MACAL2

VV-MVRW

Revenue

 

7,201.08  

 

 

 

 

 

 

Total Revenue

$0.00 

$7,201.08 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

  Cost of goods sold

 

4,562.48 

 

 

 

 

 

 

Total Cost of Goods Sold

$0.00 

$4,562.48 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Gross Profit

$0.00 

$2,638.60 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Expenses

 

 

 

 

 

 

 

 

  Broker-Dealer Expense

 

 

 

 

 

 

 

 

  Sourcing Fee

 

 

 

 

 

 

 

 

  Other Expenses

 

 

 

 

 

 

 

 

Total Expenses

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Net Operating Income

$0.00 

$2,638.60 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Net Income

$0.00 

$2,638.60 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 


F-22



VV MARKETS, LLC
STATEMENT OF OPERATIONS (BY-SERIES)
For the Six Months Ended June 30, 2023
In the opinion of management all adjustments necessary in order to make the interim financial statements not

misleading have been included. See accompanying Notes to these Financial Statements

 

 

VV-DRCRC1

VV-CDVM

VV-MACAL3

VV-POM1

VV-BXEP21

VV-DRCH17

VV-MACFC

VV-BOW50

Revenue

 

 

 

 

 

18,610.44  

 

 

Total Revenue

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$18,610.44 

$0.00 

$0.00 

  Cost of goods sold

 

 

 

 

 

13,006.59 

 

 

Total Cost of Goods Sold

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$13,006.59 

$0.00 

$0.00 

Gross Profit

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$5,603.85 

$0.00 

$0.00 

Expenses

 

 

 

 

 

 

 

 

  Broker-Dealer Expense

 

 

 

 

2,300.00 

880.00 

660.00 

600.00 

  Sourcing Fee

 

 

 

 

30,592.00 

11,974.00 

10,168.00 

20,880.00 

  Other Expenses

 

 

 

 

 

 

 

 

Total Expenses

$0.00 

$0.00 

$0.00 

$0.00 

$32,892.00 

$12,854.00 

$10,828.00 

$21,480.00 

Net Operating Income

$0.00 

$0.00 

$0.00 

$0.00 

-$32,892.00 

-$7,250.15 

-$10,828.00 

-$21,480.00 

Net Income

$0.00 

$0.00 

$0.00 

$0.00 

-$32,892.00 

-$7,250.15 

-$10,828.00 

-$21,480.00 

 

VV MARKETS, LLC
STATEMENT OF OPERATIONS (BY-SERIES)
For the Six Months Ended June 30, 2023
In the opinion of management all adjustments necessary in order to make the interim financial statements not

misleading have been included. See accompanying Notes to these Financial Statements

 

 

VV-CCC1

VV-TLC1

VV-RTBC

VV-MARG1

VV-SAIC

VV-BDX2K

VV-DRCH14

VV-HAWV

Revenue

 

 

 

 

 

 

 

 

Total Revenue

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

  Cost of goods sold

 

 

 

 

 

 

 

 

Total Cost of Goods Sold

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Gross Profit

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Expenses

 

 

 

 

 

 

 

 

  Broker-Dealer Expense

870.00 

790.00 

1,020.00 

980.00 

680.00 

1,760.00 

720.00 

530.00 

  Sourcing Fee

12,368.00 

10,997.00 

15,058.00 

13,632.00 

14,248.00 

24,858.00 

6,356.00 

4,919.00 

  Other Expenses

 

 

 

 

 

 

 

 

Total Expenses

$13,238.00 

$11,787.00 

$16,078.00 

$14,612.00 

$14,928.00 

$26,618.00 

$7,076.00 

$5,449.00 

Net Operating Income

-$13,238.00 

-$11,787.00 

-$16,078.00 

-$14,612.00 

-$14,928.00 

-$26,618.00 

-$7,076.00 

-$5,449.00 

Net Income

-$13,238.00 

-$11,787.00 

-$16,078.00 

-$14,612.00 

-$14,928.00 

-$26,618.00 

-$7,076.00 

-$5,449.00 


F-23



VV MARKETS, LLC
STATEMENT OF OPERATIONS (BY-SERIES)
For the Six Months Ended June 30, 2023
In the opinion of management all adjustments necessary in order to make the interim financial statements not

misleading have been included. See accompanying Notes to these Financial Statements

 

 

VV-MACAL4

VV-LAF19

VV-KGC3

VV-KGC4

VV-DP08

VV-DL19

VV-DRC09

VV-ITRC

Revenue

 

 

 

 

 

 

 

 

Total Revenue

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

  Cost of goods sold

 

 

 

 

 

 

 

 

Total Cost of Goods Sold

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Gross Profit

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Expenses

 

 

 

 

 

 

 

 

  Broker-Dealer Expense

800.00 

460.00 

860.00 

640.00 

850.00 

630.00 

1,050.00 

730.00 

  Sourcing Fee

21,624.00 

7,558.00 

5,678.00 

20,022.00 

10,709.00 

8,667.00 

11,685.00 

12,254.00 

  Other Expenses

 

 

 

 

 

 

 

 

Total Expenses

$22,424.00 

$8,018.00 

$6,538.00 

$20,662.00 

$11,559.00 

$9,297.00 

$12,735.00 

$12,984.00 

Net Operating Income

-$22,424.00 

-$8,018.00 

-$6,538.00 

-$20,662.00 

-$11,559.00 

-$9,297.00 

-$12,735.00 

-$12,984.00 

Net Income

-$22,424.00 

-$8,018.00 

-$6,538.00 

-$20,662.00 

-$11,559.00 

-$9,297.00 

-$12,735.00 

-$12,984.00 

 

VV MARKETS, LLC
STATEMENT OF OPERATIONS (BY-SERIES)
For the Six Months Ended June 30, 2023
In the opinion of management all adjustments necessary in order to make the interim financial statements not

misleading have been included. See accompanying Notes to these Financial Statements

 

 

VV-BOW2

VV-KCSK

VV-YAM1

VV-LBV1

VV-SCC1

VV-GUGL1

VV-DRCH19

VV-BOMA

Revenue

 

 

 

 

 

 

 

 

Total Revenue

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

  Cost of goods sold

 

 

 

 

 

 

 

 

Total Cost of Goods Sold

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Gross Profit

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Expenses

 

 

 

 

 

 

 

 

  Broker-Dealer Expense

560.00 

3,150.00 

390.00 

1,020.00 

595.00 

610.00 

1,940.00 

700.00 

  Sourcing Fee

15,316.00 

53,850.00 

8,493.00 

14,412.00 

5,722.00 

8,447.00 

22,956.00 

5,930.00 

  Other Expenses

 

 

 

 

 

 

 

 

Total Expenses

$15,876.00 

$57,000.00 

$8,883.00 

$15,432.00 

$6,317.00 

$9,057.00 

$24,896.00 

$6,630.00 

Net Operating Income

-$15,876.00 

-$57,000.00 

-$8,883.00 

-$15,432.00 

-$6,317.00 

-$9,057.00 

-$24,896.00 

-$6,630.00 

Net Income

-$15,876.00 

-$57,000.00 

-$8,883.00 

-$15,432.00 

-$6,317.00 

-$9,057.00 

-$24,896.00 

-$6,630.00 


F-24



VV MARKETS, LLC

STATEMENT OF OPERATIONS (BY-SERIES)

For the Six Months Ended June 30, 2022

In the opinion of management all adjustments necessary in order to make the interim financial statements not

misleading have been included. See accompanying Notes to these Financial Statements

 

 

VV-0001

VV-PNST

VV-STEML

VV-SUPR

VV-CHAM

VV-BDX

Revenue

 

 

 

 

 

 

  Sales of Product Revenue

 

 

 

 

22,487.97 

 

Total Revenue

$0.00 

$0.00 

$0.00 

$0.00 

$22,487.97 

$0.00 

Cost of Goods Sold

 

 

 

 

 

 

  Cost of goods sold

 

 

 

 

18,349.40 

 

Total Cost of Goods Sold

$0.00 

$0.00 

$0.00 

$0.00 

$18,349.40 

$0.00 

Gross Profit

$0.00 

$0.00 

$0.00 

$0.00 

$4,138.57 

$0.00 

Expenses

 

 

 

 

 

 

  Broker-Dealer Expense

0.00 

0.00 

0.00 

0.00 

 

0.00 

Sourcing Fee and Interests Issued to Manager

 

 

 

 

 

 

Total Expenses

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Net Operating Income

$0.00 

$0.00 

$0.00 

$0.00 

$4,138.57 

$0.00 

Net Income

$0.00 

$0.00 

$0.00 

$0.00 

$4,138.57 

$0.00 

 

 

 

 

 

 

 

Weighted Number of Series Membership Interests

1,000.00 

2,000.00 

1,986.00 

1,460.00 

6,450.00 

1,700.00 

Basic and diluted loss per Series membership interest

$0.00 

$0.00 

$0.00 

$0.00 

$0.64 

$0.00 


F-25



VV MARKETS, LLC

STATEMENT OF OPERATIONS (BY-SERIES)

For the Six Months Ended June 30, 2022

In the opinion of management all adjustments necessary in order to make the interim financial statements not

misleading have been included. See accompanying Notes to these Financial Statements

 

 

VV-MACAL

VV-SPAN

VV-BWCK

VV-FUTUR

VV-DRC

VV-NAPA

Revenue

 

 

 

 

 

 

  Sales of Product Revenue

 

 

 

 

 

 

Total Revenue

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00  

Cost of Goods Sold

 

 

 

 

 

 

  Cost of goods sold

 

 

 

 

 

 

Total Cost of Goods Sold

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00  

Gross Profit

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00  

Expenses

 

 

 

 

 

 

  Broker-Dealer Expense

0.00 

0.00 

0.00 

0.00 

0.00 

1,420.00  

Sourcing Fee and Interests Issued to Manager

 

 

 

 

 

12,267.00  

Total Expenses

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$13,687.00  

Net Operating Income

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

-$13,687.00  

Net Income

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

-$13,687.00  

 

 

 

 

 

 

 

Weighted Number of Series Membership Interests

2,000.00 

1,600.00 

2,125.00 

1,400.00 

5,480.00 

2,840.00  

Basic and diluted loss per Series membership interest

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$(4.82) 


F-26



VV MARKETS, LLC

STATEMENT OF OPERATIONS (BY-SERIES)

For the Six Months Ended June 30, 2022

In the opinion of management all adjustments necessary in order to make the interim financial statements not

misleading have been included. See accompanying Notes to these Financial Statements

 

 

VV-RHONE

VV-PTRS

VV-JPWY

VV-PDMT

VV-BOD10

VV-ROSE

Revenue

 

 

 

 

 

 

  Sales of Product Revenue

 

 

 

 

 

 

Total Revenue

$0.00  

$0.00  

$0.00  

$0.00  

$0.00  

$0.00  

Cost of Goods Sold

 

 

 

 

 

 

  Cost of goods sold

 

 

 

 

 

 

Total Cost of Goods Sold

$0.00  

$0.00  

$0.00  

$0.00  

$0.00  

$0.00  

Gross Profit

$0.00  

$0.00  

$0.00  

$0.00  

$0.00  

$0.00  

Expenses

 

 

 

 

 

 

  Broker-Dealer Expense

1,530.00  

290.00  

1,870.00  

1,545.00  

995.00  

410.00  

Sourcing Fee and Interests Issued to Manager

13,169.00  

2,324.00  

16,451.00  

13,228.00  

8,949.00  

3,571.00  

Total Expenses

$14,699.00  

$2,614.00  

$18,321.00  

$14,773.00  

$9,944.00  

$3,981.00  

Net Operating Income

-$14,699.00  

-$2,614.00  

-$18,321.00  

-$14,773.00  

-$9,944.00  

-$3,981.00  

Net Income

-$14,699.00  

-$2,614.00  

-$18,321.00  

-$14,773.00  

-$9,944.00  

-$3,981.00  

 

 

 

 

 

 

 

Weighted Number of Series Membership Interests

3,825.00  

3,090.00  

5,500.00  

500.00  

1,000.00  

1,990.00  

Basic and diluted loss per Series membership interest

$(3.84) 

$(0.85) 

$(3.33) 

$(29.55) 

$(9.94) 

$(2.00) 


F-27



VV MARKETS, LLC

STATEMENT OF OPERATIONS (BY-SERIES)

For the Six Months Ended June 30, 2022

In the opinion of management all adjustments necessary in order to make the interim financial statements not

misleading have been included. See accompanying Notes to these Financial Statements

 

 

VV-GPS

VV-LAF10

VV-JYFT

VV-MR19

VV-WBURG

VV-GERM

Revenue

 

 

 

 

 

 

  Sales of Product Revenue

 

 

 

 

 

 

Total Revenue

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

Cost of Goods Sold

 

 

 

 

 

 

  Cost of goods sold

 

 

 

 

 

 

Total Cost of Goods Sold

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

Gross Profit

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

Expenses

 

 

 

 

 

 

  Broker-Dealer Expense

1,290.00

1,210.00

240.00

280.00

0.00

0.00

Sourcing Fee and Interests Issued to Manager

18,967.00

11,305.00

3,400.00

4,209.00

0.00

0.00

Total Expenses

$20,257.00

$12,515.00

$3,640.00

$4,489.00

$0.00

$0.00

Net Operating Income

-$20,257.00

-$12,515.00

-$3,640.00

-$4,489.00

$0.00

$0.00

Net Income

-$20,257.00

-$12,515.00

-$3,640.00

-$4,489.00

$0.00

$0.00

 

 

 

 

 

 

 

Weighted Number of Series Membership Interests

4,600.00

1,000.00

1,210.00

5,750.00

800.00

3,000.00

Basic and diluted loss per Series membership interest

$(4.40)

$(12.52)

$(3.01)

$(0.78)

$0.00

$0.00


F-28



VV MARKETS, LLC

STATEMENT OF OPERATIONS (BY-SERIES)

For the Six Months Ended June 30, 2022

In the opinion of management all adjustments necessary in order to make the interim financial statements not

misleading have been included. See accompanying Notes to these Financial Statements

 

 

VV-MACAL50

VV-BDMA

VV-CDCV

VV-DRCH

VV-SCRV

Revenue

 

 

 

 

 

  Sales of Product Revenue

 

 

 

 

 

Total Revenue

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Cost of Goods Sold

 

 

 

 

 

  Cost of goods sold

 

 

 

 

 

Total Cost of Goods Sold

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Gross Profit

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Expenses

 

 

 

 

 

  Broker-Dealer Expense

0.00 

0.00 

0.00 

0.00 

0.00 

Sourcing Fee and Interests Issued to Manager

0.00 

0.00 

0.00 

0.00 

0.00 

Total Expenses

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Net Operating Income

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Net Income

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

 

 

 

 

 

 

Weighted Number of Series Membership Interests

860.00 

760.00 

530.00 

280.00 

1,310.00 

Basic and diluted loss per Series membership interest

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 


F-29



VV MARKETS, LLC

CONSOLIDATED STATEMENT OF MEMBERS’ EQUITY

For the calendar year ended December 31, 2022 (Audited)

And the period from January 1, 2023 to June 30, 2023 (Unaudited)

See accompanying Notes to these Financial Statements

 

 

Membership
Interest

Membership
Distributions

Membership Interest Subscription Receivable

Retained Earnings / (Deficit)

Total Members’ Equity

Balance as of December 31, 2022

$4,086,000.00 

($258,739.23) 

0 

($380,161.28) 

$3,447,099.49 

Series subscriptions

2,677,500.00 

 

0 

 

 

Membership Distributions

 

-92,335.94  

 

 

 

Net (loss)

 

 

 

(407,714.55) 

 

Balance as of June 30, 2023

$6,763,500.00 

($351,075.17) 

0 

(787,875.83) 

$5,624,549.00 


F-30



VV MARKETS, LLC

STATEMENT OF MEMBERS’ EQUITY (BY-SERIES)

For the calendar year ended December 31, 2022 (Audited)

And the for the period from January 1, 2023 to June 30, 2023 (Unaudited)

See accompanying Notes to these Financial Statements

 

VV-0001

VV-PNST

VV-STEML

VV-SUPR

VV-CHAM

VV-BDX

VV-MACAL

VV-SPAN

Balance as of December 31, 2022

$2,890.41 

$41,228.00 

$58,089.00 

$50,737.50  

$22,062.62  

$56,856.00  

$76,845.00 

$66,262.78  

Series subscriptions

$ 

$- 

$- 

$ 

$ 

$ 

$- 

$ 

Membership Distributions

$(106.94) 

$- 

$- 

$(20,919.50) 

$(3,340.06) 

$(29,624.00) 

$- 

$(14,494.22) 

Net (loss)

$ 

$- 

$- 

$6,477.00  

$ 

$9,235.00  

$- 

$4,529.00  

Balance as of June 30, 2023

$2,783.47  

$41,228.00 

$58,089.00 

$36,295.00  

$18,722.56  

$36,467.00  

$76,845.00 

$56,297.56  

 

 

VV-BOWCK

VV-FUTUR

VV-DRC

VV-NAPA

VV-RHONE

VV-PTRS

VV-JPWY

VV-PDMT

Balance as of December 31, 2022

$11,742.96 

$102,158.00 

$123,894.00 

$120,529.26  

$138,301.00 

$26,386.00 

$168,679.00 

$139,727.00 

Series subscriptions

$- 

$- 

$- 

$ 

$- 

$- 

$- 

$- 

Membership Distributions

$- 

$- 

$- 

$(423.64) 

$- 

$- 

$- 

$- 

Net (loss)

$- 

$- 

$- 

$ 

$- 

$- 

$- 

$- 

Balance as of June 30, 2023

$11,742.96 

$102,158.00 

$123,894.00 

$120,105.62  

$138,301.00 

$26,386.00 

$168,679.00 

$139,727.00 

 

 

 

VV-BOD10

VV-ROSE

VV-GPS

VV-LAF10

VV-JYFT

VV-MR19

VV-BDMA

VV-DRCH

Balance as of December 31, 2022

$89,556.00 

$37,019.00 

$108,743.00 

$108,485.00 

$20,360.00 

$23,511.00 

$38,126.00 

$47,297.00 

Series subscriptions

$- 

$- 

$- 

$- 

$- 

$- 

$- 

$- 

Membership Distributions

$- 

$- 

$- 

$- 

$- 

$- 

$- 

$- 

Net (loss)

$- 

$- 

$- 

$- 

$- 

$- 

$- 

$- 

Balance as of June 30, 2023

$89,556.00 

$37,019.00 

$108,743.00 

$108,485.00 

$20,360.00 

$23,511.00 

$38,126.00 

$47,297.00 


F-31



VV MARKETS, LLC

STATEMENT OF MEMBERS’ EQUITY (BY-SERIES)

For the calendar year ended December 31, 2022 (Audited)

And the for the period from January 1, 2023 to June 30, 2023 (Unaudited)

See accompanying Notes to these Financial Statements

 

 

VV-MACAL50

VV-GERM

VV-LR15

VV-JSCV

VV-SCRV

VV-CDCV

VV-CB100

VV-KGC1

Balance as of December 31, 2022

$103,955.00 

$42,196.60 

$56,615.00 

$53,711.00 

$118,294.00 

$33,488.00 

$49,901.00 

$67,298.00 

Series subscriptions

$- 

$- 

$- 

$- 

$- 

$- 

$- 

$- 

Membership Distributions

$- 

$- 

$- 

$- 

$- 

$- 

$- 

$- 

Net (loss)

$- 

$- 

$- 

$- 

$- 

$- 

$- 

$- 

Balance as of June 30, 2023

$103,955.00 

$42,196.60 

$56,615.00 

$53,711.00 

$118,294.00 

$33,488.00 

$49,901.00 

$67,298.00 

 

 

VV-DRC15

VV-CHBL1

VV-BDXM1

VV-PFGV

VV-WBURG

VV-KGC2

VV-MACAL2

VV-MVRW

Balance as of December 31, 2022

$68,492.00 

$22,569.70  

$170,338.00 

$69,743.00 

$124,597.00 

$135,432.00 

$90,981.00 

$128,813.00 

Series subscriptions

$- 

$ 

$- 

$- 

$- 

$- 

$- 

$- 

Membership Distributions

$- 

$(6,114.90) 

$- 

$- 

$- 

$- 

$- 

$- 

Net (loss)

$- 

$2,638.60  

$- 

$- 

$- 

$- 

$- 

$- 

Balance as of June 30, 2023

$68,492.00 

$19,093.40  

$170,338.00 

$69,743.00 

$124,597.00 

$135,432.00 

$90,981.00 

$128,813.00 

 

 

VV-DRCRC1

VV-CDVM

VV-MACAL3

VV-POM1

VV-BXEP21

VV-DRCH17

VV-MACFC

VV-BOW50

Balance as of December 31, 2022

$89,979.00 

$85,984.00 

$109,088.00 

$93,995.00 

$197,108.00  

$63,437.17  

$55,172.00  

$38,520.00  

Series subscriptions

$- 

$- 

$- 

$- 

$230,000.00  

$88,000.00  

$66,000.00  

$60,000.00  

Membership Distributions

$- 

$- 

$- 

$- 

$ 

$(17,312.68) 

$ 

$ 

Net (loss)

$- 

$- 

$- 

$- 

$(32,892.00) 

$(7,250.15) 

$(10,828.00) 

$(21,480.00) 

Balance as of June 30, 2023

$89,979.00 

$85,984.00 

$109,088.00 

$93,995.00 

$394,216.00  

$126,874.34  

$110,344.00  

$77,040.00  


F-32



VV MARKETS, LLC

STATEMENT OF MEMBERS’ EQUITY (BY-SERIES)

For the calendar year ended December 31, 2022 (Audited)

And the for the period from January 1, 2023 to June 30, 2023 (Unaudited)

See accompanying Notes to these Financial Statements

 

 

VV-CCC1

VV-TLC1

VV-RTBC

VV-MARG1

VV-SAIC

VV-BDX2K

VV-DRCH14

VV-HAWV

Balance as of December 31, 2022

$73,762.00  

$67,213.00  

$85,922.00  

$83,388.00  

$53,072.00  

$149,382.00  

$64,924.00  

$47,551.00  

Series subscriptions

$87,000.00  

$79,000.00  

$102,000.00  

$98,000.00  

$68,000.00  

$176,000.00  

$72,000.00  

$53,000.00  

Membership Distributions

$ 

$ 

$ 

$ 

$ 

$ 

$ 

$ 

Net (loss)

$(13,238.00) 

$(11,787.00) 

$(16,078.00) 

$(14,612.00) 

$(14,928.00) 

$(26,618.00) 

$(7,076.00) 

$(5,449.00) 

Balance as of June 30, 2023

$147,524.00  

$134,426.00  

$171,844.00  

$166,776.00  

$106,144.00  

$298,764.00  

$129,848.00  

$95,102.00  

 

 

VV-MACAL4

VV-LAF19

VV-KGC3

VV-KGC4

VV-DP08

VV-DL19

VV-DRC09

VV-ITRC

Balance as of December 31, 2022

$57,576.00  

$37,982.00  

$79,462.00  

$43,338.00  

$73,441.00  

$53,703.00  

$92,265.00  

$60,016.00  

Series subscriptions

$80,000.00  

$46,000.00  

$86,000.00  

$64,000.00  

$85,000.00  

$63,000.00  

$105,000.00  

$73,000.00  

Membership Distributions

$ 

$ 

$ 

$ 

$ 

$ 

$ 

$ 

Net (loss)

$(22,424.00) 

$(8,018.00) 

$(6,538.00) 

$(20,662.00) 

$(11,559.00) 

$(9,297.00) 

$(12,735.00) 

$(12,984.00) 

Balance as of June 30, 2023

$115,152.00  

$75,964.00  

$158,924.00  

$86,676.00  

$146,882.00  

$107,406.00  

$184,530.00  

$120,032.00  

 

 

VV-BOW2

VV-KCSK

VV-YAM1

VV-LBV1

VV-SCC1

VV-GUGL1

VV-DRCH19

VV-BOMA

Balance as of December 31, 2022

$40,124.00  

$258,000.00  

$30,117.00  

$86,568.00  

$53,183.00  

$51,943.00  

$169,104.00  

$63,320.00  

Series subscriptions

$56,000.00  

$315,000.00  

$39,000.00  

$102,000.00  

$59,500.00  

$61,000.00  

$194,000.00  

$70,000.00  

Membership Distributions

$ 

$ 

$ 

$ 

$ 

$ 

$ 

$ 

Net (loss)

$(15,876.00) 

$(57,000.00) 

$(8,883.00) 

$(15,432.00) 

$(6,317.00) 

$(9,057.00) 

$(24,896.00) 

$(6,630.00) 

Balance as of June 30, 2023

$80,248.00  

$516,000.00  

$60,234.00  

$173,136.00  

$106,366.00  

$103,886.00  

$338,208.00  

$126,690.00  


F-33



VV MARKETS, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

For the period from January 1, 2022 to June 30, 2023 (Unaudited)

And the period from January 1, 2021 to June 30, 2022 (Unaudited)

See accompanying Notes to these Financial Statements

 

 

June 30, 2023
(Unaudited)

June 30, 2022

(Unaudited)

OPERATING ACTIVITIES

 

 

Net Income

$(407,714.55) 

$(114,781.43) 

Net cash provided by operating activities

$($407,714.55) 

$(114,781.43) 

INVESTING ACTIVITIES

 

 

Collectible Assets

$($2,135,031.93) 

$(826,042.60) 

Net cash provided by investing activities

$($2,135,031.93) 

$(826,042.60) 

FINANCING ACTIVITIES

 

 

Advances from Manager

$ 

$ 

Membership Contributions

$2,677,500.00  

$1,108,000.00  

  Membership Distributions

(92,335.94) 

 

Net cash provided by financing activities

$2,585,164.06  

$1,108,000.00  

Net cash increase for period

$$42,417.58  

$167,175.97  

Cash at beginning of period

$96,094.73  

$$15,469.00  

Cash at end of period

$$138,512.31  

$182,644.97  


F-34



VV MARKETS, LLC

STATEMENT OF CASH FLOWS (BY-SERIES)

For the six months ended June 30, 2023

See accompanying Notes to these Financial Statements

 

 

VV-0001

VV-PNST

VV-STEML

VV-SUPR

VV-CHAM

VV-BDX

VV-MACAL

VV-SPAN

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

  Net Income

 

 

 

6,477.00 

 

9,235.00 

 

4,529.00 

     Accounts Payable (A/P)

 

 

 

 

 

 

 

 

Net cash provided by operating activities

$0.00 

$0.00 

$0.00 

$6,477.00 

$0.00 

$9,235.00 

$0.00 

$4,529.00 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

  Collectible Assets

 

 

 

15,843.00 

 

21,965.00 

 

10,771.00 

Net cash provided by investing activities

$0.00 

$0.00 

$0.00 

$15,843.00 

$0.00 

$21,965.00 

$0.00 

$10,771.00 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

  Membership Contributions

 

 

 

 

 

 

 

 

  Membership Distributions/Dividends

-106.94 

 

 

-20,919.50 

-3,340.06 

-29,624.00 

 

-14,494.22 

Net cash provided by financing activities

-$106.94 

$0.00 

$0.00 

-$20,919.50 

-$3,340.06 

-$29,624.00 

$0.00 

-$14,494.22 

Net cash increase for period

-$106.94 

$0.00 

$0.00 

$1,400.50 

-$3,340.06 

$1,576.00 

$0.00 

$805.78 

Cash at beginning of period

2,997.35 

1,228.00 

1,289.00 

1,380.00 

9,500.92 

1,445.00 

1,445.00 

1,428.00 

Cash at end of period

$2,890.41 

$1,228.00 

$1,289.00 

$2,780.50 

$6,160.86 

$3,021.00 

$1,445.00 

$2,233.78 


F-35



VV MARKETS, LLC

STATEMENT OF CASH FLOWS (BY-SERIES)

For the six months ended June 30, 2023

See accompanying Notes to these Financial Statements

 

 

VV-BOWCK

VV-FUTUR

VV-DRC

VV-NAPA

VV-RHONE

VV-PTRS

VV-JPWY

VV-PDMT

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

  Net Income

 

 

 

 

 

 

 

 

     Accounts Payable (A/P)

 

 

 

 

 

 

 

 

Net cash provided by operating activities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

  Collectible Assets

 

 

 

 

 

 

 

 

Net cash provided by investing activities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

  Membership Contributions

 

 

 

 

 

 

 

 

  Membership Distributions/Dividends

 

 

 

-423.64 

 

 

 

 

Net cash provided by financing activities

$0.00 

$0.00 

$0.00 

-$423.64 

$0.00 

$0.00 

$0.00 

$0.00 

Net cash increase for period

$0.00 

$0.00 

$0.00 

-$423.64 

$0.00 

$0.00 

$0.00 

$0.00 

Cash at beginning of period

11,742.96 

1,904.00 

2,329.00 

6,525.90 

2,601.00 

493.00 

3,179.00 

2,627.00 

Cash at end of period

$11,742.96 

$1,904.00 

$2,329.00 

$6,102.26 

$2,601.00 

$493.00 

$3,179.00 

$2,627.00 


F-36



VV MARKETS, LLC

STATEMENT OF CASH FLOWS (BY-SERIES)

For the six months ended June 30, 2023

See accompanying Notes to these Financial Statements

 

 

VV-BOD10

VV-ROSE

VV-GPS

VV-LAF10

VV-JYFT

VV-MR19

VV-BDMA

VV-DRCH

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

  Net Income

 

 

 

 

 

 

 

 

     Accounts Payable (A/P)

 

 

 

 

 

 

 

 

Net cash provided by operating activities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

  Collectible Assets

 

 

 

 

 

 

 

 

Net cash provided by investing activities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

  Membership Contributions

 

 

 

 

 

 

 

 

  Membership Distributions/Dividends

 

 

 

 

 

 

 

 

Net cash provided by financing activities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Net cash increase for period

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Cash at beginning of period

1,692.00 

697.00 

2,193.00 

2,057.00 

360.00 

476.00 

731.00 

901.00 

Cash at end of period

$1,692.00 

$697.00 

$2,193.00 

$2,057.00 

$360.00 

$476.00 

$731.00 

$901.00 


F-37



VV MARKETS, LLC

STATEMENT OF CASH FLOWS (BY-SERIES)

For the six months ended June 30, 2023

See accompanying Notes to these Financial Statements

 

 

VV-MACAL50

VV-GERM

VV-LR15

VV-JSCV

VV-SCRV

VV-CDCV

VV-CB100

VV-KGC1

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

  Net Income

 

 

 

 

 

 

 

 

     Accounts Payable (A/P)

 

 

 

 

 

 

 

 

Net cash provided by operating activities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

  Collectible Assets

 

 

 

 

 

 

 

 

Net cash provided by investing activities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

  Membership Contributions

 

 

 

 

 

 

 

 

  Membership Distributions/Dividends

 

 

 

 

 

 

 

 

Net cash provided by financing activities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Net cash increase for period

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Cash at beginning of period

1,955.00 

2,045.60 

1,190.00 

1,037.00 

2,227.00 

646.00 

969.00 

1,276.00 

Cash at end of period

$1,955.00 

$2,045.60 

$1,190.00 

$1,037.00 

$2,227.00 

$646.00 

$969.00 

$1,276.00 


F-38



VV MARKETS, LLC

STATEMENT OF CASH FLOWS (BY-SERIES)

For the six months ended June 30, 2023

See accompanying Notes to these Financial Statements

 

 

VV-DRC15

VV-CHBL1

VV-BDXM1

VV-PFGV

VV-WBURG

VV-KGC2

VV-MACAL2

VV-MVRW

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

  Net Income

 

2,638.60 

 

 

 

 

 

 

     Accounts Payable (A/P)

 

 

 

 

 

 

 

 

Net cash provided by operating activities

$0.00 

$2,638.60 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

  Collectible Assets

 

4,562.48 

 

 

 

 

 

 

Net cash provided by investing activities

$0.00 

$4,562.48 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

  Membership Contributions

 

 

 

 

 

 

 

 

  Membership Distributions/Dividends

 

-6,114.90 

 

 

 

 

 

 

Net cash provided by financing activities

$0.00 

-$6,114.90 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Net cash increase for period

$0.00 

$1,086.18 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Cash at beginning of period

1,292.00 

510.00 

3,400.00 

1,393.00 

2,346.00 

2,686.00 

1,785.00 

2,635.00 

Cash at end of period

$1,292.00 

$1,596.18 

$3,400.00 

$1,393.00 

$2,346.00 

$2,686.00 

$1,785.00 

$2,635.00 


F-39



VV MARKETS, LLC

STATEMENT OF CASH FLOWS (BY-SERIES)

For the six months ended June 30, 2023

See accompanying Notes to these Financial Statements

 

 

VV-DRCRC1

VV-CDVM

VV-MACAL3

VV-POM1

VV-BXEP21

VV-DRCH17

VV-MACFC

VV-BOW50

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

  Net Income

 

 

 

 

-32,892.00 

-7,250.15 

-10,828.00 

-21,480.00 

     Accounts Payable (A/P)

 

 

 

 

 

0.00 

 

 

Net cash provided by operating activities

$0.00 

$0.00 

$0.00 

$0.00 

-$32,892.00 

-$7,250.15 

-$10,828.00 

-$21,480.00 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

  Collectible Assets

 

 

 

 

-193,198.00 

-60,643.41 

-54,050.00 

-37,500.00 

Net cash provided by investing activities

$0.00 

$0.00 

$0.00 

$0.00 

-$193,198.00 

-$60,643.41 

-$54,050.00 

-$37,500.00 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

  Membership Contributions

 

 

 

 

230,000.00 

88,000.00 

66,000.00 

60,000.00 

  Membership Distributions/Dividends

 

 

 

 

 

-17,312.68 

 

 

Net cash provided by financing activities

$0.00 

$0.00 

$0.00 

$0.00 

$230,000.00 

$70,687.32 

$66,000.00 

$60,000.00 

Net cash increase for period

$0.00 

$0.00 

$0.00 

$0.00 

$3,910.00 

$2,793.76 

$1,122.00 

$1,020.00 

Cash at beginning of period

1,700.00 

1,700.00 

2,210.00 

1,870.00 

 

 

 

 

Cash at end of period

$1,700.00 

$1,700.00 

$2,210.00 

$1,870.00 

$3,910.00 

$2,793.76 

$1,122.00 

$1,020.00 


F-40



VV MARKETS, LLC

STATEMENT OF CASH FLOWS (BY-SERIES)

For the six months ended June 30, 2023

See accompanying Notes to these Financial Statements

 

 

VV-CCC1

VV-TLC1

VV-RTBC

VV-MARG1

VV-SAIC

VV-BDX2K

VV-DRCH14

VV-HAWV

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

  Net Income

-13,238.00 

-11,787.00 

-16,078.00 

-14,612.00 

-14,928.00 

-26,618.00 

-7,076.00 

-5,449.00 

     Accounts Payable (A/P)

 

0.00 

 

 

 

 

 

 

Net cash provided by operating activities

-$13,238.00 

-$11,787.00 

-$16,078.00 

-$14,612.00 

-$14,928.00 

-$26,618.00 

-$7,076.00 

-$5,449.00 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

  Collectible Assets

-72,283.00 

-65,870.00 

-84,178.00 

-81,722.00 

-51,916.00 

-146,390.00 

-63,700.00 

-46,650.00 

Net cash provided by investing activities

-$72,283.00 

-$65,870.00 

-$84,178.00 

-$81,722.00 

-$51,916.00 

-$146,390.00 

-$63,700.00 

-$46,650.00 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

  Membership Contributions

87,000.00 

79,000.00 

102,000.00 

98,000.00 

68,000.00 

176,000.00 

72,000.00 

53,000.00 

  Membership Distributions/Dividends

 

 

 

 

 

 

 

 

Net cash provided by financing activities

$87,000.00 

$79,000.00 

$102,000.00 

$98,000.00 

$68,000.00 

$176,000.00 

$72,000.00 

$53,000.00 

Net cash increase for period

$1,479.00 

$1,343.00 

$1,744.00 

$1,666.00 

$1,156.00 

$2,992.00 

$1,224.00 

$901.00 

Cash at beginning of period

 

 

 

 

 

 

 

 

Cash at end of period

$1,479.00 

$1,343.00 

$1,744.00 

$1,666.00 

$1,156.00 

$2,992.00 

$1,224.00 

$901.00 


F-41



VV MARKETS, LLC

STATEMENT OF CASH FLOWS (BY-SERIES)

For the six months ended June 30, 2023

See accompanying Notes to these Financial Statements

 

 

VV-MACAL4

VV-LAF19

VV-KGC3

VV-KGC4

VV-DP08

VV-DL19

VV-DRC09

VV-ITRC

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

  Net Income

-22,424.00 

-8,018.00 

-6,538.00 

-20,662.00 

-11,559.00 

-9,297.00 

-12,735.00 

-12,984.00 

     Accounts Payable (A/P)

 

 

 

 

 

 

 

 

Net cash provided by operating activities

-$22,424.00 

-$8,018.00 

-$6,538.00 

-$20,662.00 

-$11,559.00 

-$9,297.00 

-$12,735.00 

-$12,984.00 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

  Collectible Assets

-56,216.00 

-37,200.00 

-78,000.00 

-42,250.00 

-71,996.00 

-52,632.00 

-90,480.00 

-58,775.00 

Net cash provided by investing activities

-$56,216.00 

-$37,200.00 

-$78,000.00 

-$42,250.00 

-$71,996.00 

-$52,632.00 

-$90,480.00 

-$58,775.00 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

  Membership Contributions

80,000.00 

46,000.00 

86,000.00 

64,000.00 

85,000.00 

63,000.00 

105,000.00 

73,000.00 

  Membership Distributions/Dividends

 

 

 

 

 

 

 

 

Net cash provided by financing activities

$80,000.00 

$46,000.00 

$86,000.00 

$64,000.00 

$85,000.00 

$63,000.00 

$105,000.00 

$73,000.00 

Net cash increase for period

$1,360.00 

$782.00 

$1,462.00 

$1,088.00 

$1,445.00 

$1,071.00 

$1,785.00 

$1,241.00 

Cash at beginning of period

 

 

 

 

 

 

 

 

Cash at end of period

$1,360.00 

$782.00 

$1,462.00 

$1,088.00 

$1,445.00 

$1,071.00 

$1,785.00 

$1,241.00 


F-42



VV MARKETS, LLC

STATEMENT OF CASH FLOWS (BY-SERIES)

For the six months ended June 30, 2023

See accompanying Notes to these Financial Statements

 

 

VV-BOW2

VV-KCSK

VV-YAM1

VV-LBV1

VV-SCC1

VV-GUGL1

VV-DRCH19

VV-BOMA

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

  Net Income

-15,876.00 

-57,000.00 

-8,883.00 

-15,432.00 

-6,317.00 

-9,057.00 

-24,896.00 

-6,680.00 

     Accounts Payable (A/P)

 

 

 

 

 

 

 

 

Net cash provided by operating activities

-$15,876.00 

-$57,000.00 

-$8,883.00 

-$15,432.00 

-$6,317.00 

-$9,057.00 

-$24,896.00 

-$6,680.00 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

  Collectible Assets

-39,172.00 

-258,000.00 

-29,454.00 

-84,834.00 

-52,172.00 

-50,906.00 

-165,806.00 

-62,180.00 

Net cash provided by investing activities

-$39,172.00 

-$258,000.00 

-$29,454.00 

-$84,834.00 

-$52,172.00 

-$50,906.00 

-$165,806.00 

-$62,180.00 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

  Membership Contributions

56,000.00 

315,000.00 

39,000.00 

102,000.00 

59,500.00 

61,000.00 

194,000.00 

70,000.00 

  Membership Distributions/Dividends

 

 

 

 

 

 

 

 

Net cash provided by financing activities

$56,000.00 

$315,000.00 

$39,000.00 

$102,000.00 

$59,500.00 

$61,000.00 

$194,000.00 

$70,000.00 

Net cash increase for period

$952.00 

$0.00 

$663.00 

$1,734.00 

$1,011.00 

$1,037.00 

$3,298.00 

$1,140.00 

Cash at beginning of period

 

 

 

 

 

 

 

 

Cash at end of period

$952.00 

$0.00 

$663.00 

$1,734.00 

$1,011.00 

$1,037.00 

$3,298.00 

$1,140.00 


F-43



VV MARKETS, LLC

STATEMENT OF CASH FLOWS (BY-SERIES)

For the six months ended June 30, 2022

See accompanying Notes to these Financial Statements

 

 

VV-0001

VV-PNST

VV-STEML

VV-SUPR

VV-CHAM

VV-BDX

VV-MACAL

VV-SPAN

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

  Net Income

 

 

 

 

4,138.57  

 

 

 

Net cash provided by operating activities

$0.00 

$0.00 

$0.00 

$0.00 

$4,138.57 

$0.00 

$0.00 

$0.00 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

  Collectible Assets

 

 

 

 

18,349.40 

 

 

 

Net cash provided by investing activities

$0.00 

$0.00 

$0.00 

$0.00 

$18,349.40 

$0.00 

$0.00 

$0.00 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

  Membership Contributions

 

 

 

 

 

 

 

 

  Membership Distributions

 

 

 

 

 

 

 

 

Net cash provided by financing activities

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

$0.00 

Net cash increase for period

$0.00 

$0.00 

$0.00 

$0.00 

$22,487.97 

$0.00 

$0.00 

$0.00 

Cash at beginning of period

0.00 

1,228.00 

1,289.00 

1,380.00 

1,423.00 

1,445.00 

1,445.00 

1,428.00 

Cash at end of period

$0.00 

$1,228.00 

$1,289.00 

$1,380.00 

$23,910.97 

$1,445.00 

$1,445.00 

$1,428.00 


F-44



VV MARKETS, LLC

STATEMENT OF CASH FLOWS (BY-SERIES)

For the six months ended June 30, 2022

See accompanying Notes to these Financial Statements

 

 

VV-BOWCK

VV-FUTUR

VV-DRC

VV-NAPA

VV-RHONE

VV-PTRS

VV-JPWY

VV-PDMT

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

  Net Income

 

 

 

-13,687.00 

-14,699.00 

-2,614.00 

-18,321.00 

-14,773.00 

Net cash provided by operating activities

$0.00 

$0.00 

$0.00 

-$13,687.00 

-$14,699.00 

-$2,614.00 

-$18,321.00 

-$14,773.00 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

  Collectible Assets

 

 

 

-125,899.00 

-135,700.00 

-25,893.00 

-165,500.00 

-137,100.00 

Net cash provided by investing activities

$0.00 

$0.00 

$0.00 

-$125,899.00 

-$135,700.00 

-$25,893.00 

-$165,500.00 

-$137,100.00 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

  Membership Contributions

 

 

 

142,000.00 

153,000.00 

29,000.00 

187,000.00 

154,500.00 

  Membership Distributions

 

 

 

 

 

 

 

 

Net cash provided by financing activities

$0.00 

$0.00 

$0.00 

$142,000.00 

$153,000.00 

$29,000.00 

$187,000.00 

$154,500.00 

Net cash increase for period

$0.00 

$0.00 

$0.00 

$2,414.00 

$2,601.00 

$493.00 

$3,179.00 

$2,627.00 

Cash at beginning of period

1,598.00 

1,904.00 

2,329.00 

 

 

 

 

 

Cash at end of period

$1,598.00 

$1,904.00 

$2,329.00 

$2,414.00 

$2,601.00 

$493.00 

$3,179.00 

$2,627.00 


F-45



VV MARKETS, LLC

STATEMENT OF CASH FLOWS (BY-SERIES)

For the six months ended June 30, 2022

See accompanying Notes to these Financial Statements

 

 

VV-BOD10

VV-ROSE

VV-GPS

VV-LAF10

VV-JYFT

VV-MR19

OPERATING ACTIVITIES

 

 

 

 

 

 

  Net Income

-9,944.00  

-3,981.00  

-20,257.00  

-12,515.00  

-3,640.00  

-4,489.00  

Net cash provided by operating activities

-$   9,944.00  

-$   3,981.00  

-$   20,257.00  

-$   12,515.00  

-$   3,640.00  

-$   4,489.00  

INVESTING ACTIVITIES

 

 

 

 

 

 

  Collectible Assets

-87,864.00  

-36,322.00  

-106,550.00  

-106,428.00  

-20,000.00  

-23,035.00  

Net cash provided by investing activities

-$ 87,864.00  

-$ 36,322.00  

-$ 106,550.00  

-$ 106,428.00  

-$ 20,000.00  

-$ 23,035.00  

FINANCING ACTIVITIES

 

 

 

 

 

 

  Membership Contributions

99,500.00  

41,000.00  

129,000.00  

121,000.00  

24,000.00  

28,000.00  

  Membership Distributions

 

 

 

 

 

 

Net cash provided by financing activities

$  99,500.00  

$  41,000.00  

$  129,000.00  

$  121,000.00  

$  24,000.00  

$  28,000.00  

Net cash increase for period

$    1,692.00  

$       697.00  

$      2,193.00  

$      2,057.00  

$       360.00  

$       476.00  

Cash at beginning of period

 

 

 

 

 

 

Cash at end of period

$    1,692.00  

$       697.00  

$      2,193.00  

$      2,057.00  

$       360.00  

$       476.00  


F-46



NOTE 1: NATURE OF OPERATIONS

 

VV Markets, LLC (the “Company”) is a Delaware series limited liability company formed on June 16th, 2020. VinVesto Inc. d/b/a Vint, is the sole owner of interests of the Company (other than interests issued in a particular series to other investors). The Company was formed to acquire and manage fine wines, spirits, and other wine related entities. The Company has created and it is expected that the Company will continue to create a number of separate series of interests (the “Series” or “Series of Interests”) and that each collection 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 Company’s managing member is VinVesto, Inc. (the “Manager”). The Manager is a Delaware corporation formed on June 16th, 2020. The Manager is a technology and marketing company that operates the VinVesto platform ("Platform") and manages the Company and the assets owned by the Company in its roles as the Manager and manager of the assets of each Series (the “Asset Manager”).

 

The Company is dependent upon additional capital resources for the commencement of its planned principal operations and is subject to significant risks and uncertainties; including failing to secure funding to operationalize the Company’s planned operations or failing to profitably operate the business.

 

The Company has sold and intends to continue 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 an offering related to that particular Series a collection of assets, (plus any cash reserves for future operating expenses). 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, determining how to best commercialize the applicable Series 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”). The Company and each Series shall have perpetual existence unless terminated pursuant to the Operating Agreement or law.

 

Operating Agreement

 

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.

 

After the closing of an offering, each Series is responsible for its own Operating expenses (as defined in Note 2(5)). Prior to the closing, Operating expenses are borne by the Manager and not reimbursed by the economic members. Should post-closing Operating expenses exceed revenues or cash reserves then the 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 may impose a reasonable 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, which may include the Manager or its affiliates.

 

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. The Company or any of the Series have not generated profits since inception. The Company has sustained a $407,664.55 loss for the period ended June 30, 2023 and, has $7,802,048.51 of member’s equity as of June 30, 2023. The Company or any of the Series may lack liquidity to satisfy obligations as they come due. Future 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. These conditions raise substantial doubt as to the Company's ability to continue as a going concern.

 


F-47



Revenues are generated at the Series level. During the six months ended June 30, 2023, the Company authorized thirty-four (34) series, for a total of eighty (80) Series authorized as of June 30, 2023. For the six months ended June 30, 2023, five series – VV-SUPR, VV-BDX, VV-SPAN, VV-CHBL1, and VV-DRCH17 – generated revenues of $94,631.52.

 

Revenue generated during the six months ended June 30, 2023.

 

Series Name

Revenue

VV-SUPR

$22,320.00

VV-BDX

$31,200.00

VV-SPAN

$15,300.00

VV-CHBL1

$7,201.08

VV-DRCH17

$18,610.44

 

Revenues and expenses are received or incurred at the level of each series or within the Company’s Manager, Vinvesto, Inc. (the “Manager”).

 

Each Series will continue to incur Operating expenses including, but not limited to, storage, insurance, transportation and maintenance expenses, on an ongoing basis.

 

From inception through June 30, 2023, VinVesto, Inc. or an affiliate has borne all of the costs of the Company. The Company and each Series expect to continue to have access to ample capital financing from the Manager going forward. 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 at the sole discretion of the Manager.

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP).

 

Use of Estimates

 

The preparation of the balance sheet in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash Equivalents and Concentration of Cash Balance

 

The Company considers all highly liquid securities with an original maturity of less than three months to be cash equivalents. The Company’s cash and cash equivalents in bank deposit accounts, at times, may exceed federally insured limits.

 

Offering Expenses

 

Offering expenses relate to the offering for a specific Series and 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, are being funded by the Manager. While the Manager is entitled to reimbursement of these offering expenses incurred on behalf of the Series, the Manager  will generally elect not to be reimbursed through the proceeds of the offering related to the Series. Additionally, should the proposed offering prove to be unsuccessful, these costs, as well as additional expenses to be incurred, will be charged to the Manager.


F-48



Wine & Spirits Assets and Other Collectible Assets

 

The assets are recorded at cost. The cost of the assets includes the purchase price, including any deposits for the asset funded by the Manager and acquisition expenses, which include all fees, costs and expenses incurred in connection with the evaluation, discovery, investigation, development and acquisition of the asset related to each series incurred prior to the closing, including brokerage and sales fees and commissions, appraisal fees, research fees, transfer taxes, third-party industry and due diligence experts, auction house fees and travel and lodging for inspection purposes.

 

The Company treats the assets as long-lived assets, and the assets are subject to an annual test for impairment and will not be depreciated or amortized. 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 may be recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset.

 

Acquisition expenses are typically paid for in advance by the Manager and are reimbursed by the Series from the proceeds of the offering. The Series also distributes the appropriate amounts for the brokerage fee and, if applicable, the sourcing fee, using cash from the offering.

 

To the extent that certain expenses are anticipated prior to the closing of an offering but are to be incurred after the closing (e.g., storage fees), additional cash from the proceeds of the offering will be retained on the Series balance sheet as reserves to cover such future anticipated expenses after the closing of the offering. Acquisition expenses are capitalized into the cost of the assets. 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 expensed.

 

As of June 30, 2023, the Company's total investment in the Wine & Spirits Assets across all Series was $5,486,036.69 as detailed in the table below. This is an increase of $2,908,636.69 to the total investment as of December 31, 2022, $2,577,400.

 

Series Name

Underlying Assets

Minimum Offering Size

VV-0001

California Collection

$46,000 

VV-PNST

Laurent Ponsot Collection

$46,000 

VV-SUPR

Super Tuscan Collection

$71,500 

VV-CHAM

Champagne Collection

$73,000 

VV-STEML

St. Emillion Collection

$64,500 

VV-MACAL

Macallan Fine & Rare Collection

$85,000 

VV-BOWCK

Bowmore Cask Collection

$94,000 

VV-FUTUR

Bordeaux 2020 Futures Collection

$112,400 

VV-BDX

Bordeaux Classics Collection

$85,000 

VV-SPAN

Spanish Collection

$84,000 

VV-DRC

DRC Collection

$137,000 

VV-NAPA

Napa 2018 Collection

$142,000 

VV-RHONE

Domaines of Rhone Collection

$153,000 

VV-PDMT

Piemonte Collection

$154,500 

VV-JPWY

Karuizawa “36 Views of Mt. Fuji”

$187,000 

VV-PTRS

Petrus Collection

$29,000 

VV-ROSE

Rosé Champagne Collection

$41,000 

VV-BOD10

2010 Decade Collection

$99,500 

VV-WBURG

White Burgundy Collection

$138,000 

VV-GERM

German Collection

$53,000 

VV-LAF10

Lafite 10-Year Vertical Collection

$121,000 

VV-MACAL50

Macallan 50 Year Old Collection

$115,000 

VV-JYFT

Joy Fantastic Vint Primeur Collection

$24,000 

VV-GPS

Glenfarclas Pagoda Series

$129,000 


F-49



VV-BDMA

Brunello di Montalcino All-Stars Collection

$43,000 

VV-CDCV

Comtes de Champagne Vertical Collection

$38,000 

VV-DRCH

Domaine de la Romanée-Conti Horizontal Collection

$53,000 

VV-MR19

Mouton Rothschild 2019 Collection

$28,000 

VV-SCRV

Screaming Eagle ‘17, ‘18, ‘19 Collection

$131,000 

VV-BDXM1

Bordeaux Superstars in Magnum Collection

$200,000 

VV-CB100

Cheval Blanc 100-Point Collection

$57,000 

VV-JSCV

Jacques Selosse Champagne Mini Vertical Collection

$61,000 

VV-KGC1

Karuizawa Geisha Collection

$75,000 

VV-LR15

Domaine Leroy 2015 Collection

$70,000 

VV-PFGV

Penfolds Grange Vertical Collection

$82,000 

VV-BDX2K

Bordeaux Millennium Collection

$176,000 

VV-BXEP21

Bordeaux En Primeur 2021 Collection

$230,000 

VV-CDVM

Vogue Musigny Vertical Collection

$100,000 

VV-CHBL1

Domaine Raveneau Collection

$30,000 

VV-DRC15

DRC 2015 Assortment Collection

$76,000 

VV-DRCRC1

DRC Romanée-Conti 2018 Collection

$100,000 

VV-KGC2

Karuizawa Sapphire Geisha Collection

$158,000 

VV-MACAL2

The Macallan Red 71 Collection

$105,000 

VV-MACAL3

The Macallan Red 78 Collection

$130,000 

VV-MVRM

Midleton Silent Distillery Collection

$155,000 

VV-POM1

Pomerol Rarities Collection

$110,000 

VV-BOW50

Bowmore 50 Year Old Collection

$60,000 

VV-CCC1

Cristal Champagne Collection

$87,000 

VV-DL19

Domaine Leflaive 2019 Grand Cru Collection

$63,000 

VV-DRCH17

Domaine de la Romanée-Conti 2017 Horizontal Collection

$88,000 

VV-HAWV

Hundred Acre Vertical Collection

$53,000 

VV-LAF19

Lafite Rothschild 2019 Collection

$46,000 

VV-MACFC

Macallan Archival Folio Collection

$66,000 

VV-MARG1

Château Margaux Vertical Collection

$98,000 

VV-RTBC

2019 Rousseau “Trinity” Burgundy Collection

$102,000 

VV-SAIC

South American Icons Collection

$68,000 

VV-TLC1

Tuscan Legends Collection

$79,000 

VV-BOW2

Bowmore Black and Gold Collection

$56,000 

VV-DP08

2008 Dom Perignon Collection

$85,000 

VV-DRC09

2009 DRC Romanée-Conti Collection

$105,000 

VV-DRCH14

2014 DRC Assortment Case Collection

$72,000 

VV-DRCH19

2019 DRC Assortment Collection

$194,000 

VV-ITRC

Italian Rarities Collection

$73,000 

VV-KCSK

Karuizawa Cask Collection

$315,000 

VV-KGC3

Karuizawa Pearl Geisha Collection

$86,000 

VV-KGC4

Karuizawa Golden Geisha Collection

$64,000 

VV-MACAL4

The Macallan Exceptional Cask Collection

$80,000 

VV-YAM1

The Yamazaki 25 YO Collection

$39,000 

VV-BOMA

Bonnes Mares Collection

$70,000 

VV-CHJC

Champagne Jewels Collection

$0 

VV-GUGL1

Guigal 2019 La Las Collection

$61,000 

VV-HBC1

Haut Brion & La Mission Collection

$0 

VV-HIB1

Hibiki Kutani Collection

$0 

VV-KGC5

Karuizawa Geisha Collection #5

$0 

VV-LAT1

2015 Latour Collection

$0 

VV-LBV1

Left Bank Bordeaux Values

$102,000 

VV-RBV1

Right Bank Bordeaux Values

$0 

VV-SCC1

Superlative Scotch Cask Collection

$59,500 

VV-SPAN2

Vega Sicilia Unico Collection

$0 

VV-KGC6

Karuizawa Geisha Collection #6

$0 


F-50



Operating Expenses

 

Operating expenses related to a particular collection of assets are costs and expenses attributable the assets of a particular Series and include storage, insurance, transportation, annual audit and legal expenses and other specific expenses as detailed in the Manager’s allocation policy. 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, Series or economic members. These are accounted for as capital contributions by the Manager for expenses related to the business of the Company or a Series.

 

Upon closing of an offering, a Series becomes responsible for these expenses and finances them either through revenues generated by a Series or available cash reserves at the Series. Should revenues or cash reserves not be sufficient to cover Operating expenses the Manager may (a) pay such Operating expenses and not seek reimbursement, (b) loan the amount of the Operating expenses to the Series at a reasonable rate of interest and be entitled to reimbursement of such amount from future revenues generated by the Series (“Operating expenses Reimbursement Obligation(s)”), and/or (c) cause additional Interests to be issued in order to cover such additional amounts.

 

Income Taxes

 

The Company intends that the master series and separate Series will elect and qualify to be taxed as a C-corporation under the Internal Revenue Code. The separate Series will comply with the accounting and disclosure requirement of 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.

 

NOTE 3 - RELATED PARTY TRANSACTIONS

 

The Company, a Delaware series limited liability company, whose managing member is the Manager, will admit additional members to each of its series through the offerings for each series. By purchasing an Interest in a Series of Interests, the investor is admitted as a member of the Company 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 that the Manager with the ability to appoint officers. Officers may also invest in assets for sale. The following table sets forth information with respect to the number of units or shares of each of our Series beneficially owned by our officers as of this filing.

 

Series Name

Owner

Number of
Interests Owned

Cash Paid

Percentage of Series

Series VV-0001

Vinvesto, Inc.

42 

1932 

4.20% 

Series VV-PNST

Vinvesto, Inc.

210 

4830 

10.50% 

Series VV-PNST

Patrick Sanders

96 

2208 

4.80% 

Series VV-SUPR

Vinvesto, Inc.

12 

432 

0.60% 

Series VV-CHAM

Vinvesto, Inc.

44 

2200 

3.00% 

Series VV-CHAM

Patrick Sanders

15 

750 

1.00% 

Series VV-STEML

Vinvesto, Inc.

517 

5170 

8.00% 

Series VV-MACAL

Vinvesto, Inc.

56 

2800 

3.30% 

Series VV-MACAL

Patrick Sanders

20 

1000 

1.20% 

Series VV-BOWCK

Vinvesto, Inc.

395 

18565 

19.80% 

Series VV-BOWCK

Patrick Sanders

322 

15134 

16.10% 

Series VV-FUTUR

Vinvesto, Inc.

154 

10780 

9.60% 

Series VV-BDX

Vinvesto, Inc.

13 

520 

0.70% 

Series VV-SPAN

Vinvesto, Inc.

275 

16500 

19.60% 


F-51



Series VV-SPAN

Patrick Sanders

173 

10380 

12.40% 

Series VV-DRC

Vinvesto, Inc.

202 

5050 

3.70% 

Series VV-NAPA

Vinvesto, Inc.

296 

14800 

10.40% 

Series VV-NAPA

Nicholas King

40 

2000 

1.40% 

Series VV-RHONE

Vinvesto, Inc.

130 

5200 

3.40% 

Series VV-PDMT

Vinvesto, Inc.

342 

17100 

11.10% 

Series VV-JPWY

Vinvesto, Inc.

69 

2346 

1.30% 

Series VV-PTRS

Vinvesto, Inc.

5 

290 

1.00% 

Series VV-ROSE

Vinvesto, Inc.

34 

1394 

3.40% 

Series VV-BOD10

Vinvesto, Inc.

171 

8550 

8.60% 

Series VV-WBURG

Vinvesto, Inc.

142 

4260 

3.10% 

Series VV-GERM

Vinvesto, Inc.

91 

4823 

9.10% 

Series VV-LAF10

Vinvesto, Inc.

18 

1800 

1.50% 

Series VV-MACAL50*

Vinvesto, Inc.

29 

580 

0.50% 

Series VV-JYFT

Vinvesto, Inc.

34 

1020 

4.30% 

Series VV-GPS

Vinvesto, Inc.

36 

1548 

1.20% 

Series VV-BDMA

Vinvesto, Inc.

19 

950 

2.20% 

Series VV-CDCV*

Vinvesto, Inc.

16 

800 

2.10% 

Series VV-DRCH

Vinvesto, Inc.

3 

300 

0.60% 

Series VV-MR19

Vinvesto, Inc.

5 

500 

1.80% 

Series VV-SCRV

Vinvesto, Inc.

7 

700 

0.50% 

Series VV-BDXM1

Vinvesto, Inc.

63 

3150 

1.60% 

Series VV-CB100

Vinvesto, Inc.

3 

300 

0.50% 

Series VV-JSCV

Vinvesto, Inc.

10 

1000 

1.60% 

Series VV-KGC1

Vinvesto, Inc.

18 

900 

1.20% 

Series VV-LR15

Vinvesto, Inc.

4 

400 

0.60% 

Series VV-PFGV

Vinvesto, Inc.

9 

0 

0.50% 

Series VV-BDX2K

Vinvesto, Inc.

21 

2100 

1.10% 

Series VV-BXEP21

Vinvesto, Inc.

58 

2900 

1.30% 

Series VV-CDVM

Vinvesto, Inc.

22 

2200 

2.20% 

Series VV-CHBL1

Vinvesto, Inc.

3 

150 

0.50% 

Series VV-DRC15

Vinvesto, Inc.

7 

700 

0.90% 

Series VV-DRCRC1

Vinvesto, Inc.

5 

500 

0.50% 

Series VV-KGC2

Vinvesto, Inc.

9 

900 

0.60% 

Series VV-MACAL2

Vinvesto, Inc.

6 

600 

0.60% 

Series VV-MACAL3

Vinvesto, Inc.

15 

1500 

120% 

Series VV-MVRW

Vinvesto, Inc.

16 

800 

0.50% 

Series VV-POM1

Vinvesto, Inc.

10 

1000 

0.60% 

Series VV-BOW50

Vinvesto, Inc.

4 

400 

0.70% 

Series VV-CCC1

Vinvesto, Inc.

5 

500 

0.60% 

Series VV-DL19

Vinvesto, Inc.

15 

1500 

2.40% 

Series VV-DRCH17

Vinvesto, Inc.

6 

600 

0.70% 

Series VV-HAWV

Vinvesto, Inc.

8 

400 

0.80% 

Series VV-LAF19

Vinvesto, Inc.

5 

250 

0.50% 

Series VV-MACFC

Vinvesto, Inc.

11 

550 

0.80% 

Series VV-MARG1

Vinvesto, Inc.

6 

600 

0.60% 

Series VV-RTBC

Vinvesto, Inc.

11 

1100 

1.10% 

Series VV-SAIC

Vinvesto, Inc.

4 

400 

0.60% 

Series VV-TLC1

Vinvesto, Inc.

7 

700 

0.90% 

Series VV-BOW2

Vinvesto, Inc.

6 

300 

1.10% 

Series VV-DP08

Vinvesto, Inc.

13 

650 

0.80% 

Series VV-DRC09

Vinvesto, Inc.

9 

900 

0.90% 

Series VV-DRCH14

Vinvesto, Inc.

8 

400 

0.60% 


F-52



Series VV-DRCH19

Vinvesto, Inc.

20 

2000 

1.00% 

Series VV-ITRC

Vinvesto, Inc.

7 

350 

0.70% 

Series VV-KCSK

Vinvesto, Inc.

16 

1600 

0.50% 

Series VV-KGC3

Vinvesto, Inc.

11 

1100 

1.30% 

Series VV-KGC4

Vinvesto, Inc.

9 

450 

0.70% 

Series VV-MACAL4

Vinvesto, Inc.

5 

500 

0.60% 

Series VV-YAM1

Vinvesto, Inc.

5 

250 

0.50% 

Series VV-BOMA

Vinvesto, Inc.

6 

600 

0.90% 

Series VV-CHJC

Vinvesto, Inc.

5 

500 

0.70% 

Series VV-GUGL1

Vinvesto, Inc.

6 

600 

1.00% 

Series VV-HBC1

Vinvesto, Inc.

15 

1500 

1.20% 

Series VV-HIB1

Vinvesto, Inc.

4 

400 

0.60% 

Series VV-KGC5

Vinvesto, Inc.

6 

600 

1.10% 

Series VV-LAT1

Vinvesto, Inc.

5 

500 

0.60% 

Series VV-LBV1

Vinvesto, Inc.

8 

800 

0.80% 

Series VV-RBV1*

Vinvesto, Inc.

0 

0 

0.00% 

Series VV-SCC1

Vinvesto, Inc.

5 

500 

0.80% 

Series VV-SPAN2

Vinvesto, Inc.

7 

700 

0.90% 

Series VV-KGC6

Vinvesto, Inc.

4 

400 

0.60% 

Series VV-AMW1*

Vinvesto, Inc.

0 

0 

0.00% 

Series VV-BURGS1*

Vinvesto, Inc.

0 

0 

0.00% 

Series VV-CALC1

Vinvesto, Inc.

6 

600 

0.60% 

Series VV-CHAM2*

Vinvesto, Inc.

0 

0 

0.00% 

Series VV-GCW1

Vinvesto, Inc.

8 

800 

1.50% 

Series VV-HCC1

Vinvesto, Inc.

12 

1200 

1.00% 

Series VV-MACAL5

Vinvesto, Inc.

11 

1100 

0.50% 

Series VV-MACAL6*

Vinvesto, Inc.

0 

0 

0.00% 

Series VV-PNTC1*

Vinvesto, Inc.

0 

0 

0.00% 

Series VV-SCC2

Vinvesto, Inc.

9 

900 

0.80% 

Series VV-SUPR2*

Vinvesto, Inc.

0 

0 

0.00% 

 

The Manager receives Sourcing Fees for each offering for Series of Interests in the Company that closes. During the first six months of 2023, the Manager received $395,995.00 in Sourcing Fees for twenty-eight (28) Series that were closed. During the first six months of 2022, the Manager received $102,301.00 in Sourcing Fees for eleven (11) Series that were closed.

 

Sourcing Fees

Six Month

Six Month

 

Period Ended

Period Ended

 

June 30, 2023

June 30, 2022

VV-0001

$0 

$0 

VV-PNST

$0 

$0 

VV-SUPR

$0 

$0 

VV-CHAM

$0 

$0 

VV-STEML

$0 

$0 

VV-MACAL

$0 

$0 

VV-BOWCK

$0 

$0 

VV-FUTUR

$0 

$0 

VV-BDX

$0 

$0 

VV-SPAN

$0 

$0 

VV-DRC

$0 

$0 

VV-NAPA

$0 

$11,557 

VV-RHONE

$0 

$12,404 

VV-PDMT

$0 

$12,456 

VV-JPWY

$0 

$15,516 

VV-PTRS

$0 

$2,179 

VV-ROSE

$0 

$3,366 

VV-BOD10

$0 

$8,452 


F-53



VV-WBURG

$0 

$0 

VV-GERM

$0 

$0 

VV-LAF10

$0 

$10,700 

VV-MACAL50

$0 

$0 

VV-JYFT

$0 

$3,280 

VV-GPS

$0 

$18,322 

VV-BDMA

$0 

$0 

VV-CDCV

$0 

$0 

VV-DRCH

$0 

$0 

VV-MR19

$0 

$4,069 

VV-SCRV

$0 

$0 

VV-BDXM1

$0 

$0 

VV-CB100

$0 

$0 

VV-JSCV

$0 

$0 

VV-KGC1

$0 

$0 

VV-LR15

$0 

$0 

VV-PFGV

$0 

$0 

VV-BDX2K

$23,978 

$0 

VV-BXEP21

$29,442 

$0 

VV-CDVM

$0 

$0 

VV-CHBL1

$0 

$0 

VV-DRC15

$0 

$0 

VV-DRCRC1

$0 

$0 

VV-KGC2

$0 

$0 

VV-MACAL2

$0 

$0 

VV-MACAL3

$0 

$0 

VV-MVRM

$0 

$0 

VV-POM1

$0 

$0 

VV-BOW50

$20,580 

$0 

VV-CCC1

$11,933 

$0 

VV-DL19

$8,352 

$0 

VV-DRCH17

$11,534 

$0 

VV-HAWV

$4,654 

$0 

VV-LAF19

$7,328 

$0 

VV-MACFC

$9,838 

$0 

VV-MARG1

$13,142 

$0 

VV-RTBC

$14,558 

$0 

VV-SAIC

$13,908 

$0 

VV-TLC1

$10,602 

$0 

VV-BOW2

$15,036 

$0 

VV-DP08

$10,284 

$0 

VV-DRC09

$11,160 

$0 

VV-DRCH14

$5,996 

$0 

VV-DRCH19

$21,986 

$0 

VV-ITRC

$11,889 

$0 

VV-KCSK

$52,275 

$0 

VV-KGC3

$5,248 

$0 

VV-KGC4

$19,702 

$0 

VV-MACAL4

$21,224 

$0 

VV-YAM1

$8,298 

$0 

VV-BOMA

$5,580 

$0 

VV-CHJC

$0 

$0 

VV-GUGL1

$8,142 

$0 

VV-HBC1

$0 

$0 

VV-HIB1

$0 

$0 

VV-KGC5

$0 

$0 

VV-LAT1

$0 

$0 

VV-LBV1

$13,902 

$0 

VV-RBV1

$0 

$0 

VV-SCC1

$5,424 

$0 

VV-SPAN2

$0 

$0 

VV-KGC6

$0 

$0 


F-54



NOTE 4 - REVENUE, EXPENSE AND COST ALLOCATION METHODOLOGY

 

The Company distinguishes expenses and costs between those related to the purchase of a particular collection of assets and Operating expenses related to the management of such collectible assets.

 

Fees and expenses related to the purchase of an underlying collection of assets include the offering expenses, Acquisition Expenses, Brokerage 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 close of an offering. Although these pre- and post- closing Operating expenses are similar in nature and consist of expenses such as storage, insurance, transportation and maintenance, 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 and/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 reasonable rate of interest or (iv) issuance of additional Interest in a Series. Allocation of revenues, 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 collectible assets, as stated in the Manager’s allocation policy and as reasonably determined by the Manager. The Manager may amend its allocation policy in its sole discretion from time to time.

 

Revenue from the anticipated commercialization of the collections will be allocated amongst the Series whose underlying assets are part of the commercialization events, based on the value of the underlying assets. For the six month period ending June 30, 2023, the Series generated $94,631.52 in revenue. For the six month period ended June 30, 2022, the Series generated $22,487.87 in revenue.

 

Offering expenses, other than those related to the overall business of the Manager (as described in Note 2(4)) are funded by the Manager and, at the Manager’s election, are generally not reimbursed from the Series proceeds upon the closing of an offering. No offering expenses have been incurred by the Company during the six months ended June 30, 2023. For the six month period ended June 30, 2022 no offering expenses were incurred.

 

Acquisition expenses are funded by the Manager and reimbursed from the Series proceeds upon the closing of an offering. The Manager had incurred $0 in acquisitions expenses at June 30, 2023. For the six month period ended June 30, 2022 no acquisition expenses were incurred.

 

The Sourcing Fee is paid to the Manager from the Series proceeds upon the close of an offering. During the period from January 1, 2022 to June 30, 2022, the Manager has received $102,301 in sourcing fees.

 

NOTE 5: MEMBERS’ EQUITY

 

The members of each Series have certain rights with respect to the Series to which they are subscribed. Each Series generally holds a single asset or a collection of assets. A Series member is entitled to their pro rata share of the net profits derived from the assets held in that series after deduction of expense allocations and direct expenses attributable to the assets, based on their percentage of the total outstanding Interests in that Series.

 

The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, are solely the debts, obligations and liabilities of the Company, and no member of the Company is obligated personally for any such debt, obligation or liability.


F-55



Distributions Upon Liquidation

 

Upon the occurrence of a liquidation event relating to the Company as a whole or any Series, the Manager (or a liquidator selected by the Manager) is charged with winding up the affairs of the Series or the Company as a whole, as applicable, and liquidating its assets. Upon the liquidation of a Series or the Company as a whole, as applicable, the assets will be liquidated, and proceeds distributed as follows:

 

(i)first, to any third-party creditors; 

 

(ii)second, to any creditors that are the Manager or its affiliates; 

 

(iii)third, 100% to the Interest holder of the relevant Series, allocated pro rata based on the number of Interests held by each Interest holder (which may include the Manager, any of its affiliates and asset sellers and which distribution within a Series will be made consistent with any preferences which exist within such Series) until the Interest holders receive back 100% of their capital contribution. 

 

NOTE 6: GOING CONCERN

 

The accompanying balance sheet has been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a business that has commenced planned principal operations, plans to incur significant costs in pursuit of its capital financing plans, and has not generated any revenues as of June 30, 2023.

 

The Company’s ability to continue as a going concern in the next twelve months is dependent upon its ability to obtain capital financing from investors sufficient to meet current and future obligations and deploy such capital to produce profitable operating results. No assurance can be given that the Company will be successful in these efforts. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The balance sheet does not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

NOTE 7: SUBSEQUENT EVENTS

 

Continued Securities Offering

 

The Company intends to issue continue issuing securities of the underlying series in a securities offering meant to be exempt from US Securities and Exchange Commission registration under Regulation A.

 

Management Evaluation

 

Management has evaluated all subsequent events through September 25, 2023, the date the financial statements were available to be issued. There are no additional material events requiring disclosure or adjustment to the financial statements.


F-56



AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2022 AND 2021

 

INDEX OF FINANCIAL INFORMATION

 

 

Page

Independent Auditor’s Report

F-58

 

 

Consolidated Balance Sheet as of December 31, 2022, 2021

F-61

 

 

Consolidated Statement of Operations for the calendar year ended December 31, 2022, and 2021

F-62

 

 

Consolidated Statement of Members’ Equity for the calendar year ended December 31, 2022, and 2021

F-63

 

 

Consolidated Statement of Cash Flows for the calendar year ended December 31, 2022, and 2021

F-64

 

 

Series-Basis Balance Sheet as of December 31, 2022, and 2021

F-65

 

 

Series-Basis Statement of Operations for the calendar year ended December 31, 2022, and 2021

F-73

 

 

Series-Basis Statement of Members’ Equity for the calendar year ended December 31, 2022, and 2021

F-78

 

 

Series-Basis Statement of Cash Flows for the calendar year ended December 31, 2022, and 2021

F-81

 

 

Notes to the Financial Statements

F-89


F-57



Report of Independent Registered Public Accounting Firm

 

To the shareholders and the board of directors of VV Markets, LLC

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheet of VV Markets, LLC (the "Company") as of December 31, 2022, the related statement of operations, stockholders' equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.

 

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 7 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

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 financial statements based on our audit. 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 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 audit 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 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 internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit 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 audit 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 audit provides a reasonable basis for our opinion.

 

/s BF Borgers CPA PC

 

BF Borgers CPA PC (PCAOB ID 5041)

 

We have served as the Company's auditor since 2023

 

Lakewood, CO

 

April 26, 2023


F-58



INDEPENDENT AUDITOR’S REPORT

 

April 4, 2022

 

To: Board of Managers, VV Markets, LLC 

Attn: Nick King

 

Re: 2021-2020 Financial Statement Audit 

 

We have audited the accompanying consolidated and series-by-series financial statements of VV MARKETS, LLC (a series limited liability company organized in Delaware) and underlying series limited liability companies (the “Company”), which comprise the balance sheet as of December 31, 2021 and 2020, and the related statements of income, member’s equity, and cash flows for the calendar year period ended December 31, 2020 and the inception period of June 16, 2020 (inception) and ending December 31, 2020, and the related notes to the financial statements.

 

Management’s Responsibility for the Financial Statements

 

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditor’s Responsibility

 

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of the Company’s financial statements in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion.

 

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.  We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations, member’s equity and its cash flows for the calendar year period ended December 31, 2021 and the period June 16, 2020 (inception) through December 31, 2020 in accordance with accounting principles generally accepted in the United States of America.


F-59



Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the notes to the financial statements, the Company has stated that substantial doubt exists about the Company's ability to continue as a going concern. Management's evaluation of the events and conditions and management's plans regarding these matters are also described in the Notes to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

 

Sincerely,

 

IndigoSpire CPA Group

 

IndigoSpire CPA Group, LLC

Aurora, Colorado

 

April 4, 2022


F-60



 

 

VV MARKETS, LLC

CONSOLIDATED BALANCE SHEET

As of December 31, 2022 and 2021

See accompanying Independent Auditor’s report and Notes to these Financial Statements

 

 

 

2022

 

2021

ASSETS

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

Cash and cash equivalents

 

$96,094.73  

 

$15,469  

Total Current Assets

 

96,094.73  

 

15,469  

 

 

 

 

 

Collectible assets

 

3,351,004.76  

 

1,390,886  

 

 

 

 

 

TOTAL ASSETS

 

$3,447,099.49  

 

$1,406,355  

 

 

 

 

 

LIABILITIES AND MEMBERS’ EQUITY

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

Current Liabilities:

 

 

 

 

Advances from manager

 

$ 

 

$401,113  

Asset purchase payable

 

$ 

 

191,393  

Total Current Liabilities

 

$ 

 

592,506  

 

 

 

 

 

Non-current Liabilities:

 

 

 

 

None

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

 

592,506  

 

 

 

 

 

Members’ Equity:

 

 

 

 

Membership interest

 

4,086,000.00  

 

1,069,000  

Membership interest subscription receivable

 

(258,739.23) 

 

(171,000) 

Retained earnings/(deficit), net of distributions

 

(84,151.00) 

 

(84,151) 

Net Income

 

(296,010.28) 

 

 

 

 

 

 

 

Total Members’ Equity

 

3,447,099.49  

 

813,849  

 

 

 

 

 

TOTAL LIABILITIES AND MEMBER’S EQUITY

  

3,447,099.49  

 

$1,406,355  


F-61



VV MARKETS, LLC

CONSOLIDATED STATEMENT OF OPERATIONS

For the calendar year ended December 31, 2022, and the calendar year ended December 31,  2021

See accompanying Independent Auditor’s report and Notes to these Financial Statements

 

 

 

2022

 

2021

Revenues

 

$285,215.96  

 

$ 

Cost of revenues

 

192,090.24  

 

 

Gross Profit (Loss)

 

(93,125.72) 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

General and administrative

 

389,136.00  

 

84,151  

 

 

 

 

 

Operating Income/(Loss)

 

(296,010.28) 

 

(84,151) 

 

 

 

 

 

Provision for Income Taxes

 

 

 

 

 

 

 

 

 

Net Income

  

$(296,010.28) 

 

$(84,151) 


F-62



VV MARKETS, LLC

CONSOLIDATED STATEMENT OF MEMBERS’ EQUITY

For the calendar year ended December 31, 2022

And the period of January 1, 2021 to December 31, 2021

See accompanying Independent Auditor’s report and Notes to these Financial Statements

 

 

Membership
Interest

Membership
Distributions

Membership Interest Subscription Receivable

Retained Earnings / (Deficit)

Total Members’ Equity

Balance as of December 31, 2021

1,069,000 

 

(171,000) 

(84,151) 

813,849 

Series subscriptions

3,017,000 

 

 

 

 

Membership Distributions

 

(258,739.23) 

 

 

 

Net (loss)

 

 

 

(296,010.28) 

 

Balance as of December 31, 2022

$4,086,000.00 

($258,739.23) 

 

($380,161.28) 

$3,447,099.49 


F-63



VV MARKETS, LLC

CONSOLIDATED STATEMENT OF CASH FLOWS

For the calendar year ended December 31, 2022

And the period of January 1, 2021 to December 31, 2021

See accompanying Independent Auditor’s report and Notes to these Financial Statements

 

 

 

2022

 

2021

Cash Flows from Operating Activities

 

 

 

 

Net Income

 

$(296,010.28) 

 

$(84,151) 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

None

 

 

 

 

Net Cash Used in Operating Activities

 

$(296,010.28) 

 

(84,151) 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

Purchase of collectible assets

 

(2,400,832.76) 

 

(1,199,493) 

Net Cash Used in Investing Activities

 

(2,400,832.76) 

 

(1,199,493) 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

Advances from the manager

 

 

 

401,113  

Proceeds from subscriptions

 

3,017,000.00  

 

898,000  

Membership Distributions

 

(258,739.23) 

 

 

Net Cash Provided by Financing Activities

 

2,758,260.77  

 

1,299,113  

 

 

 

 

 

Net Change In Cash and Cash Equivalents

 

80,625.73  

 

15,469  

Cash and Cash Equivalents at Beginning of Period

 

15,469  

 

 

Cash and Cash Equivalents at End of Period

 

$96,094.73  

 

$15,469  

 

 

 

 

 

Supplemental Disclosure of Cash Flow Information

 

 

 

 

Cash paid for interest

 

$ 

 

$ 

Cash paid for income taxes

  

$ 

 

 


F-64



VV MARKETS, LLC

BALANCE SHEET (BY-SERIES)

As of December 31, 2022

See accompanying Independent Auditor’s report and Notes to these Financial Statements

 

 

VV-0001

VV-PNST

VV-STEML

VV-SUPR

VV-CHAM

VV-BDX

VV-MACAL

VV-SPAN

ASSETS

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

Cash and Cash Equivalents

2,997.35 

1,228.00 

1,289.00  

1,380.00 

9,500.92 

1,445.00 

1,445.00  

1,428.00 

Total Current Assets

2,997.35 

1,228.00 

1,289.00  

1,380.00 

9,500.92 

1,445.00 

1,445.00  

1,428.00 

 

 

 

 

 

 

 

 

 

Collectible Assets

40,000.00 

56,800.00  

63,800.00 

15,901.76 

75,800.00 

75,400.00  

74,800.00 

TOTAL ASSETS

2,997.35 

41,228.00 

58,089.00  

65,180.00 

25,402.68 

77,245.00 

76,845.00  

76,228.00 

LIABILITIES AND MEMBERS' EQUITY

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Other Current Liabilities

 

 

Total Current Liabilities

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

MEMBERS" EQUITY

 

 

 

 

 

 

 

 

Membership Subscriptions

46,000.00 

46,000.00 

64,500.00  

71,500.00 

73,000.00 

85,000.00 

85,000.00  

84,000.00 

Membership Distributions/Dividends

(53,202.65)

 

 

 

(60,560.08)

 

 

 

Retained Earnings

(5,039.00)

(4,772.00)

(6,411.00) 

(6,320.00)

(6,577.00)

(7,755.00)

(8,155.00) 

(7,772.00)

Net Income

15,239.00 

 

 

 

19,539.76 

 

 

 

Total Equity

2,997.35 

41,228.00 

58,089.00  

65,180.00 

25,402.68 

77,245.00 

76,845.00  

76,228.00 

TOTAL LIABILITIES
AND MEMBERS' EQUITY

2,997.35 

41,228.00 

58,089.00  

65,180.00 

25,402.68 

77,245.00 

76,845.00  

76,228.00 


F-65



VV MARKETS, LLC

BALANCE SHEET (BY-SERIES)

As of December 31, 2022

See accompanying Independent Auditor’s report and Notes to these Financial Statements

 

 

VV-BOWCK

VV-FUTUR

VV-DRC

VV-NAPA

VV-RHONE

VV-PTRS

VV-JPWY

VV-PDMT

ASSETS

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

Cash and Cash Equivalents

11,742.96 

1,904.00 

2,329.00 

6,525.90 

2,601.00 

493.00 

3,179.00 

2,627.00 

Total Current Assets

11,742.96 

1,904.00 

2,329.00 

6,525.90 

2,601.00 

493.00 

3,179.00 

2,627.00 

 

 

 

 

 

 

 

 

 

Collectible Assets

100,254.00 

121,565.00 

114,427.00 

135,700.00 

25,893.00 

165,500.00 

137,100.00 

TOTAL ASSETS

11,742.96 

102,158.00 

123,894.00 

120,952.90 

138,301.00 

26,386.00 

168,679.00 

139,727.00 

LIABILITIES AND MEMBERS' EQUITY

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Other Current Liabilities

Total Current Liabilities

 

 

 

 

 

 

 

 

 

Total Liabilities

MEMBERS" EQUITY

 

 

 

 

 

 

 

 

Membership Subscriptions

94,000.00 

112,000.00 

137,000.00 

142,000.00 

153,000.00 

29,000.00 

187,000.00 

154,500.00 

Membership Distributions/Dividends

(120,160.00)

 

 

(15,388.10)

 

 

 

 

Retained Earnings

(8,402.00)

(9,842.00)

(13,106.00)

 

 

 

 

 

Net Income

46,304.96 

 

 

(5,659.00)

(14,699.00)

(2,614.00)

(18,321.00)

(14,773.00)

Total Equity

11,742.96 

102,158.00 

123,894.00 

120,952.90 

138,301.00 

26,386.00 

168,679.00 

139,727.00 

TOTAL LIABILITIES
AND MEMBERS' EQUITY

11,742.96 

102,158.00 

123,894.00 

120,952.90 

138,301.00 

26,386.00 

168,679.00 

139,727.00 


F-66



VV MARKETS, LLC

BALANCE SHEET (BY-SERIES)

As of December 31, 2022

See accompanying Independent Auditor’s report and Notes to these Financial Statements

 

 

VV-BOD10

VV-ROSE

VV-GPS

VV-LAF10

VV-JYFT

VV-MR19

VV-BDMA

VV-DRCH

ASSETS

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

Cash and Cash Equivalents

1,692.00

697.00

2,193.00

2,057.00

360.00

476.00

731.00

901.00

Total Current Assets

1,692.00

697.00

2,193.00

2,057.00

360.00

476.00

731.00

901.00

 

 

 

 

 

 

 

 

 

Collectible Assets

87,864.00

36,322.00

106,550.00

106,428.00

20,000.00

23,035.00

37,395.00

46,396.00

TOTAL ASSETS

89,556.00

37,019.00

108,743.00

108,485.00

20,360.00

23,511.00

38,126.00

47,297.00

LIABILITIES AND MEMBERS' EQUITY

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Other Current Liabilities

-

-

-

-

-

-

-

-

Total Current Liabilities

-

-

-

-

-

-

-

-

 

 

 

 

 

 

 

 

 

Total Liabilities

-

-

-

-

-

-

-

-

MEMBERS" EQUITY

 

 

 

 

 

 

 

 

Membership Subscriptions

99,500.00

41,000.00

129,000.00

121,000.00

24,000.00

28,000.00

43,000.00

53,000.00

Membership Distributions/Dividends

 

 

 

 

 

 

 

 

Retained Earnings

 

 

 

 

 

 

 

 

Net Income

(9,944.00)

(3,981.00)

(20,257.00)

(12,515.00)

(3,640.00)

(4,489.00)

(4,874.00)

(5,703.00)

Total Equity

89,556.00

37,019.00

108,743.00

108,485.00

20,360.00

23,511.00

38,126.00

47,297.00

TOTAL LIABILITIES
AND MEMBERS' EQUITY

89,556.00

37,019.00

108,743.00

108,485.00

20,360.00

23,511.00

38,126.00

47,297.00


F-67



VV MARKETS, LLC

BALANCE SHEET (BY-SERIES)

As of December 31, 2022

See accompanying Independent Auditor’s report and Notes to these Financial Statements

 

 

VV-MACAL50

VV-GERM

VV-LR15

VV-JSCV

VV-SCRV

VV-CDCV

VV-CB100

VV-KGC1

ASSETS

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

Cash and Cash Equivalents

1,955.00

2,045.60

1,190.00

1,037.00

2,227.00

646.00

969.00

1,276.00

Total Current Assets

1,955.00

2,045.60

1,190.00

1,037.00

2,227.00

646.00

969.00

1,276.00

 

 

 

 

 

 

 

 

 

Collectible Assets

102,000.00

40,151.00

55,425.00

52,674.00

116,067.00

32,842.00

48,932.00

66,022.00

TOTAL ASSETS

103,955.00

42,196.60

56,615.00

53,711.00

118,294.00

33,488.00

49,901.00

67,298.00

LIABILITIES AND MEMBERS' EQUITY

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Other Current Liabilities

-

-

-

-

-

-

-

-

Total Current Liabilities

-

-

-

-

-

-

-

-

 

 

 

 

 

 

 

 

 

Total Liabilities

-

-

-

-

-

-

-

-

MEMBERS" EQUITY

 

 

 

 

 

 

 

 

Membership Subscriptions

115,000.00

53,000.00

70,000.00

61,000.00

131,000.00

38,000.00

57,000.00

75,000.00

Membership Distributions/Dividends

 

(9,428.40)

 

 

 

 

 

 

Retained Earnings

 

 

 

 

 

 

 

 

Net Income

(11,045.00)

(1,375.00)

(13,385.00)

(7,289.00)

(12,706.00)

(4,512.00)

(7,099.00)

(7,702.00)

Total Equity

103,955.00

42,196.60

56,615.00

53,711.00

118,294.00

33,488.00

49,901.00

67,298.00

TOTAL LIABILITIES
AND MEMBERS' EQUITY

103,955.00

42,196.60

56,615.00

53,711.00

118,294.00

33,488.00

49,901.00

67,298.00


F-68



VV MARKETS, LLC

BALANCE SHEET (BY-SERIES)

As of December 31, 2022

See accompanying Independent Auditor’s report and Notes to these Financial Statements

 

 

 

VV-DRC15

VV-CHBL1

VV-BDXM1

VV-PFGV

VV-WBURG

VV-KGC2

VV-MACAL2

VV-MVRW

ASSETS

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

Cash and Cash Equivalents

1,292.00  

510.00 

3,400.00 

1,393.00 

2,346.00 

2,686.00 

1,785.00  

2,635.00 

Total Current Assets

1,292.00  

510.00 

3,400.00 

1,393.00 

2,346.00 

2,686.00 

1,785.00  

2,635.00 

 

 

 

 

 

 

 

 

 

Collectible Assets

67,200.00  

25,536.00 

166,938.00 

68,350.00 

122,251.00 

132,746.00 

89,196.00  

126,178.00 

TOTAL ASSETS

68,492.00  

26,046.00 

170,338.00 

69,743.00 

124,597.00 

135,432.00 

90,981.00  

128,813.00 

LIABILITIES AND MEMBERS' EQUITY

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Other Current Liabilities

 

 

Total Current Liabilities

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

MEMBERS" EQUITY

 

 

 

 

 

 

 

 

Membership Subscriptions

76,000.00  

30,000.00 

200,000.00 

82,000.00 

138,000.00 

158,000.00 

105,000.00  

155,000.00 

Membership Distributions/Dividends

 

 

 

 

 

 

 

 

Retained Earnings

 

 

 

 

 

 

 

 

Net Income

(7,508.00) 

(3,954.00)

(29,662.00)

(12,257.00)

(13,403.00)

(22,568.00)

(14,019.00) 

(26,187.00)

Total Equity

68,492.00  

26,046.00 

170,338.00 

69,743.00 

124,597.00 

135,432.00 

90,981.00  

128,813.00 

TOTAL LIABILITIES
AND MEMBERS' EQUITY

68,492.00  

26,046.00 

170,338.00 

69,743.00 

124,597.00 

135,432.00 

90,981.00  

128,813.00 


F-69



VV MARKETS, LLC

BALANCE SHEET (BY-SERIES)

As of December 31, 2022

See accompanying Independent Auditor’s report and Notes to these Financial Statements

 

 

VV-DRCRC1

VV-CDVM

VV-MACAL3

VV-POM1

ASSETS

 

 

 

 

  Current Assets

 

 

 

 

Cash and Cash Equivalents

1,700.00  

1,700.00  

2,160.00  

1,870.00  

  Total Current Assets

1,700.00  

1,700.00  

2,160.00  

1,870.00  

 

 

 

 

 

Collectible Assets

88,279.00  

84,284.00  

106,878.00  

92,125.00  

TOTAL ASSETS

89,979.00  

85,984.00  

109,038.00  

93,995.00  

LIABILITIES AND MEMBERS' EQUITY

 

 

 

 

  Liabilities

 

 

 

 

     Current Liabilities

 

 

 

 

        Other Current Liabilities

 

 

 

 

     Total Current Liabilities

 

 

 

 

 

 

 

 

 

  Total Liabilities

 

 

 

 

MEMBERS" EQUITY

 

 

 

 

Membership Subscriptions

100,000.00  

100,000.00  

130,000.00  

110,000.00  

  Membership Distributions/Dividends

 

 

 

 

     Retained Earnings

 

 

 

 

     Net Income

(10,021.00) 

(14,016.00) 

(20,962.00) 

(16,005.00) 

  Total Equity

89,979.00  

85,984.00  

109,038.00  

93,995.00  

TOTAL LIABILITIES
AND MEMBERS' EQUITY

89,979.00  

85,984.00  

109,038.00  

93,995.00  


F-70



VV MARKETS, LLC

BALANCE SHEET (BY-SERIES)

As of December 31, 2021

See accompanying Independent Auditor’s report and Notes to these Financial Statements

 

 

VV-
0001

VV-
BDX

VV- BWCK

VV- CHAM

VV-
DRC

VV- FUTUR

VV- MACAL

VV-
PNST

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

$ 

$1,445  

$1,598  

$1,423  

$2,329  

$1,904  

$1,445  

$1,228  

Total Current Assets

 

1,445  

1,598  

1,423  

2,329  

1,904  

1,445  

1,228  

 

 

 

 

 

 

 

 

 

Collectible assets

40,961  

75,800  

84,000  

65,000  

121,565  

100,254  

75,400  

40,000  

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

40,961  

77,245  

85,598  

66,423  

123,894  

102,158  

76,845  

41,228  

 

 

 

 

 

 

 

 

 

LIABILITIES AND MEMBERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

Advances from manager

 

 

 

 

 

 

 

 

Asset purchase payable

 

 

 

 

 

 

 

 

Total Current Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Members’ Equity:

 

 

 

 

 

 

 

 

Membership interest

46,000  

85,000  

94,000  

73,000  

137,000  

112,000  

85,000  

46,000  

Membership interest subscription receivable

 

 

 

 

 

 

 

 

Retained earnings, net of distributions

(5,039) 

(7,755) 

(8,402) 

(6,577) 

(13,106) 

(9,842) 

(8,155) 

(4,772) 

 

 

 

 

 

 

 

 

 

Total Member’s Equity

40,961  

77,245  

85,598  

66,423  

123,894  

102,158  

76,845  

41,228  

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND MEMBER’S EQUITY

$40,961  

$77,245  

$85,598  

$66,423  

$123,894  

$102,158  

$76,845  

$41,228  


F-71



 

VV MARKETS, LLC

BALANCE SHEET (BY-SERIES)

As of December 31, 2021

See accompanying Independent Auditor’s report and Notes to these Financial Statements

 

 

VV-
SPAN

VV-
STEML

VV-
SUPR

VV-
NAPA

VV-
RHONE

VV-
PTRS

VV-
JPWY

VV-
PDMT

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

$1,428  

$1,289  

$1,380  

$ 

$0 

$ 

$0 

$0 

Total Current Assets

1,428  

1,289  

1,380  

 

0 

 

0 

0 

 

 

 

 

 

 

 

 

 

Collectible assets

74,800  

56,800  

63,800  

128,313  

135,700 

25,893  

165,500 

137,100 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

76,228  

58,089  

65,180  

128,313  

135,700 

25,893  

165,500 

137,100 

 

 

 

 

 

 

 

 

 

LIABILITIES AND MEMBERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

Advances from manager

 

 

 

128,313  

135,700 

 

0 

137,100 

Asset purchase payable

 

 

 

 

0 

25,893  

165,500 

0 

Total Current Liabilities

 

 

 

128,313  

135,700 

25,893  

165,500 

137,100 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

 

128,313  

135,700 

25,893  

165,500 

137,100 

 

 

 

 

 

 

 

 

 

Members’ Equity:

 

 

 

 

 

 

 

 

Membership interest

84,000  

64,500  

71,500  

142,000  

0 

29,000  

0 

0 

Membership interest subscription receivable

 

 

 

(142,000) 

0 

(29,000) 

0 

0 

Retained earnings, net of distributions

(7,772) 

(6,411) 

(6,320) 

 

0 

 

0 

0 

 

 

 

 

 

 

 

 

 

Total Member’s Equity

76,228  

58,089  

65,180  

 

0 

 

0 

0 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND MEMBER’S EQUITY

$76,228  

$58,089  

$65,180  

$128,313  

$135,700 

$25,893  

$165,500 

$137,100 


F-72



VV MARKETS, LLC

STATEMENT OF OPERATIONS (BY-SERIES)

For the calendar year ended December 31, 2022

See accompanying Independent Auditor’s report and Notes to these Financial Statements

 

 

VV-
0001

VV-
PNST

VV-
STEML

VV-
SUPR

VV-
CHAM

VV-
BDX

VV-
MACAL

VV-
SPAN

Revenues

56,200.00 

- 

- 

- 

68,638.00 

- 

- 

- 

 

 

 

 

 

 

 

 

 

Cost of Goods Sold

40,961.00 

- 

- 

- 

49,098.24 

- 

- 

- 

Gross Profit

15,239.00 

- 

- 

- 

19,539.76 

- 

- 

- 

Operating Expenses

 

 

 

 

 

 

 

 

Broker Dealer Expense

- 

- 

- 

- 

- 

- 

- 

- 

General and Administrative Expenses

- 

- 

- 

- 

- 

- 

- 

- 

Total Operating Expenses

- 

- 

- 

- 

- 

- 

- 

- 

Net Operating Income

15,239.00 

- 

- 

- 

19,539.76 

- 

- 

- 

 

 

 

 

 

 

 

 

 

Net Income

15,239.00 

- 

- 

- 

19,539.76 

- 

- 

- 

Weighted number of Series membership interest

1,000.00 

2,000.00 

6,450.00 

1,986.00 

1,460.00 

2,125.00 

1,700.00 

1,400.00 

Basic and diluted loss per Series membership interest

$15.24 

$- 

$- 

$- 

$13.38 

$- 

$- 

$- 

 

 

VV-
BOWCK

VV-
FUTUR

VV-
DRC

VV-
NAPA

VV-
RHONE

VV-
PTRS

VV-
JPWY

VV-
PDMT

Revenues

130,304.96 

- 

- 

19,500.00  

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Goods Sold

84,000.00 

- 

- 

11,472.00  

 

 

 

 

Gross Profit

46,304.96 

- 

- 

8,028.00  

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

Broker Dealer Expense

- 

- 

- 

1,420.00  

1,530.00  

290.00  

1,870.00  

1,545.00  

General and Administrative Expenses

- 

- 

- 

12,267.00  

13,169.00  

2,324.00  

16,451.00  

13,228.00  

Total Operating Expenses

- 

- 

- 

13,687.00  

14,699.00  

2,614.00  

18,321.00  

14,773.00  

Net Operating Income

46,304.96 

- 

- 

(5,659.00) 

(14,699.00) 

(2,614.00) 

(18,321.00) 

(14,773.00) 

 

 

 

 

 

 

 

 

 

Net Income

46,304.96 

- 

- 

(5,659.00) 

(14,699.00) 

(2,614.00) 

(18,321.00) 

(14,773.00) 

Weighted number of Series membership interest

2,000.00 

1,600.00 

5,480.00 

2,840.00  

3,825.00  

500.00  

5,500.00  

3,090.00  

Basic and diluted loss per Series membership interest

$23.15 

$- 

$- 

$(1.99) 

$(3.84) 

$(5.23) 

$(3.33) 

$(4.78) 


F-73



 

VV MARKETS, LLC

STATEMENT OF OPERATIONS (BY-SERIES)

For the calendar year ended December 31, 2022

See accompanying Independent Auditor’s report and Notes to these Financial Statements

 

 

VV-
BOD10

VV-
ROSE

VV-
GPS

VV-
LAF10

VV-
JYFT

VV-
MR19

VV-
BDMA

VV-
DRCH

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Goods Sold

 

 

 

 

 

 

 

 

Gross Profit

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

Broker Dealer Expense

995.00  

410.00  

1,290.00  

1,210.00  

240.00  

280.00  

430.00  

530.00  

General and Administrative Expenses

8,949.00  

3,571.00  

18,967.00  

11,305.00  

3,400.00  

4,209.00  

4,444.00  

5,173.00  

Total Operating Expenses

9,944.00  

3,981.00  

20,257.00  

12,515.00  

3,640.00  

4,489.00  

4,874.00  

5,703.00  

Net Operating Income

(9,944.00) 

(3,981.00) 

(20,257.00) 

(12,515.00) 

(3,640.00) 

(4,489.00) 

(4,874.00) 

(5,703.00) 

 

 

 

 

 

 

 

 

 

Net Income

(9,944.00) 

(3,981.00) 

(20,257.00) 

(12,515.00) 

(3,640.00) 

(4,489.00) 

(4,874.00) 

(5,703.00) 

Weighted number of Series membership interest

1,990.00  

1,000.00  

3,000.00  

1,210.00  

800.00  

280.00  

860.00  

530.00  

Basic and diluted loss per Series membership interest

$(5.00) 

$(3.98) 

$(6.75) 

$(10.34) 

$(4.55) 

$(16.03) 

$(5.67) 

$(10.76) 

 

 

VV-
MACAL50

VV-
GERM

VV-
LR15

VV-
JSCV

VV-
SCRV

VV-
CDCV

VV-
CB100

VV-
KGC1

Revenues

 

10,573.00  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Goods Sold

 

6,559.00  

 

 

 

 

 

 

Gross Profit

 

4,014.00  

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

Broker Dealer Expense

1,150.00  

530.00  

700.00  

610.00  

1,310.00  

380.00  

570.00  

750.00  

General and Administrative Expenses

9,895.00  

4,859.00  

12,685.00  

6,679.00  

11,396.00  

4,132.00  

6,529.00  

6,952.00  

Total Operating Expenses

11,045.00  

5,389.00  

13,385.00  

7,289.00  

12,706.00  

4,512.00  

7,099.00  

7,702.00  

Net Operating Income

(11,045.00) 

(1,375.00) 

(13,385.00) 

(7,289.00) 

(12,706.00) 

(4,512.00) 

(7,099.00) 

(7,702.00) 

 

 

 

 

 

 

 

 

 

Net Income

(11,045.00) 

(1,375.00) 

(13,385.00) 

(7,289.00) 

(12,706.00) 

(4,512.00) 

(7,099.00) 

(7,702.00) 

Weighted number of Series membership interest

5,750.00  

1,000.00  

700.00  

610.00  

1,310.00  

760.00  

570.00  

1,500.00  

Basic and diluted loss per Series membership interest

$(1.92) 

$(1.38) 

$(19.12) 

$(11.95) 

$(9.70) 

$(5.94) 

$(12.45) 

$(5.13) 


F-74



VV MARKETS, LLC

STATEMENT OF OPERATIONS (BY-SERIES)

For the calendar year ended December 31, 2022

See accompanying Independent Auditor’s report and Notes to these Financial Statements

 

 

VV-
DRC15

VV-
CHBL1

VV-
BDXM1

VV-
PFGV

VV-
WBURG

VV-
KGC2

VV-
MACAL2

VV-
MVRW

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Goods Sold

 

 

 

 

 

 

 

 

Gross Profit

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

Broker Dealer Expense

760.00  

300.00  

2,000.00  

820.00  

1,380.00  

1,580.00  

1,050.00  

1,550.00  

General and Administrative Expenses

6,748.00  

3,654.00  

27,662.00  

11,437.00  

12,023.00  

20,988.00  

12,969.00  

24,637.00  

Total Operating Expenses

7,508.00  

3,954.00  

29,662.00  

12,257.00  

13,403.00  

22,568.00  

14,019.00  

26,187.00  

Net Operating Income

(7,508.00) 

(3,954.00) 

(29,662.00) 

(12,257.00) 

(13,403.00) 

(22,568.00) 

(14,019.00) 

(26,187.00) 

 

 

 

 

 

 

 

 

 

Net Income

(7,508.00) 

(3,954.00) 

(29,662.00) 

(12,257.00) 

(13,403.00) 

(22,568.00) 

(14,019.00) 

(26,187.00) 

Weighted number of Series membership interest

760.00  

600.00  

4,000.00  

1,640.00  

4,600.00  

1,580.00  

1,050.00  

3,100.00  

Basic and diluted loss per Series membership interest

$(9.88) 

$(6.59) 

$(7.42) 

$(7.47) 

$(2.91) 

$(14.28) 

$(13.35) 

$(8.45) 

 

 

VV-DRCRC1

VV-CDVM

VV-MACAL3

VV-POM1

Revenues

 

 

 

 

 

 

 

 

 

Cost of Goods Sold

 

 

 

 

Gross Profit

 

 

 

 

Operating Expenses

 

 

 

 

Broker Dealer Expense

1,000.00  

1,000.00  

1,300.00  

1,100.00  

General and Administrative Expenses

9,021.00  

13,016.00  

19,662.00  

14,905.00  

Total Operating Expenses

10,021.00  

14,016.00  

20,962.00  

16,005.00  

Net Operating Income

(10,021.00) 

(14,016.00) 

(20,962.00) 

(16,005.00) 

 

 

 

 

 

Net Income

(10,021.00) 

(14,016.00) 

(20,962.00) 

(16,005.00) 

Weighted number of Series membership interest

1,000.00  

1,000.00  

1,300.00  

1,100.00  

Basic and diluted loss per Series membership interest

$(10.02) 

$(14.02) 

$(16.12) 

$(14.55) 


F-75



VV MARKETS, LLC

STATEMENT OF OPERATIONS (BY-SERIES)

For the calendar year ended December 31, 2021

See accompanying Independent Auditor’s report and Notes to these Financial Statements

 

 

VV-
0001

VV-
BDX

VV-
BWCK

VV-
CHAM

VV-
DRC

VV-
FUTUR

VV-
MACAL

VV-
PNST

Revenues

$0

$0

$0

$0

$0

$0

$0

$0

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

General and administrative

5,039

7,755

8,402

6,577

13,106

9,842

8,155

4,772

Total Operating Expenses

5,039

7,755

8,402

6,577

13,106

9,842

8,155

4,772

 

 

 

 

 

 

 

 

 

Operating Income

(5,039)

(7,755)

(8,402)

(6,577)

(13,106)

(9,842)

(8,155)

(4,772)

 

 

 

 

 

 

 

 

 

Provision for Income Taxes

0

0

0

0

0

0

0

0

 

 

 

 

 

 

 

 

 

Net Income

$(5,039)

$(7,755)

$(8,402)

$(6,577)

$(13,106)

$(9,842)

$(8,155)

$(4,772)

 

 

 

 

 

 

 

 

 

Weighted number of Series membership interest

1,000.00

2,125.00

2,000.00

1,460.00

5,480.00

1,600.00

1,700.00

2,000.00

 

 

 

 

 

 

 

 

 

Basic and diluted loss per Series membership interest

(5.04)

(3.65)

(4.20)

(4.50)

(2.39)

(6.15)

(4.80)

(2.39)


F-76



VV MARKETS, LLC

STATEMENT OF OPERATIONS (BY-SERIES)

For the calendar year ended December 31, 2021

See accompanying Independent Auditor’s report and Notes to these Financial Statements

 

 

VV-
SPAN

VV-
STEML

VV-
SUPR

VV-
NAPA

VV-
RHONE

VV-
PTRS

VV-
JPWY

VV-
PDMT

Revenues

$0

$0

$0

$0

$0

$0

$0

$0

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

General and administrative

7,772

6,411

6,320

0

0

0

0

0

Total Operating Expenses

7,772

6,411

6,320

0

0

0

0

0

 

 

 

 

 

 

 

 

 

Operating Income

(7,772)

(6,411)

(6,320)

0

0

0

0

0

 

 

 

 

 

 

 

 

 

Provision for Income Taxes

0

0

0

0

0

0

0

0

 

 

 

 

 

 

 

 

 

Net Income

$(7,772)

$(6,411)

$(6,320)

$0

$0

$0

$0

$0

 

 

 

 

 

 

 

 

 

Weighted number of Series membership interest

1,400.00

6,450.00

1,986.00

2,000.00

3,825.00

500.00

5,500.00

3,090.00

 

 

 

 

 

 

 

 

 

Basic and diluted loss per Series membership interest

(5.55)

(0.99)

(3.18)

0

0

0

0

0

 

 


F-77



 

VV MARKETS, LLC

STATEMENT OF MEMBERS’ EQUITY (BY-SERIES)

For the calendar year ended December 31, 2022

And for the calendar year ended December 31, 2021

See accompanying Independent Auditor’s report and Notes to these Financial Statements

 

 

VV-
0001

VV-
PNST

VV-
STEML

VV-
SUPR

VV-
CHAM

VV-
BDX

VV-
MACAL

VV-
SPAN

Balance as of December 31, 2020

 

 

 

 

 

 

 

 

Subscriptions

46,000  

46,000  

64,500  

71,500  

73,000  

85,000  

85,000  

84,000  

Subscriptions not yet collected

 

 

 

 

 

 

 

 

Net income / (loss)

(5,039) 

(4,772) 

(6,411) 

(6,320) 

(6,577) 

(7,755) 

(8,155) 

(7,772) 

Balance as of December 31, 2021

40,961  

41,228  

58,089  

65,180  

66,423  

77,245  

76,845  

76,228  

Subscriptions

 

 

 

 

 

 

 

 

Membership Distributions

(53,203) 

 

 

 

(60,560) 

 

 

 

Net income / (loss)

 

 

 

 

 

 

 

 

Balance as of December 31, 2022

(12,242) 

41,228  

58,089  

65,180  

5,863  

77,245  

76,845  

76,228  

 

 

 

VV-
BOWCK

VV-
FUTUR

VV-
DRC

VV-
NAPA

VV-
RHONE

VV-
PTRS

VV-
JPWY

VV-
PDMT

Balance as of December 31, 2020

 

 

 

 

 

 

 

 

Subscriptions

94,000  

112,000  

137,000  

142,000  

 

29,000  

 

 

Subscriptions not yet collected

 

 

 

(142,000) 

 

(29,000) 

 

 

Net income / (loss)

(8,402) 

(9,842) 

(13,106) 

 

 

 

 

 

Balance as of December 31, 2021

85,598  

102,158  

123,894  

 

 

 

 

 

Subscriptions

 

 

 

142,000  

153,000  

29,000  

187,000  

154,500  

Membership Distributions

(120,160) 

 

 

(15,388) 

 

 

 

 

Net income / (loss)

 

 

 

(12,267) 

(13,169) 

(2,324) 

(16,451) 

(13,228) 

Balance as of December 31, 2022

(34,562) 

102,158  

123,894  

114,345  

139,831  

26,676  

170,549  

141,272  


F-78



VV MARKETS, LLC

STATEMENT OF MEMBERS’ EQUITY (BY-SERIES)

For the calendar year ended December 31, 2022

And for the calendar year ended December 31, 2021

See accompanying Independent Auditor’s report and Notes to these Financial Statements

 

 

VV-
BOD10

VV-
ROSE

VV-
GPS

VV-
LAF10

VV-
JYFT

VV-
MR19

VV-
BDMA

VV-
DRCH

Balance as of December 31, 2020

 

 

 

 

 

 

 

 

Subscriptions

 

 

 

 

 

 

 

 

Subscriptions not yet collected

 

 

 

 

 

 

 

 

Net income / (loss)

 

 

 

 

 

 

 

 

Balance as of December 31, 2021

 

 

 

 

 

 

 

 

Subscriptions

99,500  

41,000  

129,000  

121,000  

24,000  

28,000  

43,000  

53,000  

Membership Distributions

 

 

 

 

 

 

 

 

Net income / (loss)

(8,949) 

(3,571) 

(18,967) 

(11,305) 

(3,400) 

(4,209) 

(4,444) 

(5,173) 

Balance as of December 31, 2022

90,551  

37,429  

110,033  

109,695  

20,600  

23,791  

38,556  

47,827  

 

 

VV-
MACAL50

VV-
GERM

VV-
LR15

VV-
JSCV

VV-
SCRV

VV-
CDCV

VV-
CB100

VV-
KGC1

Balance as of December 31, 2020

 

 

 

 

 

 

 

 

Subscriptions

 

 

 

 

 

 

 

 

Subscriptions not yet collected

 

 

 

 

 

 

 

 

Net income / (loss)

 

 

 

 

 

 

 

 

Balance as of December 31, 2021

 

 

 

 

 

 

 

 

Subscriptions

115,000  

53,000  

70,000  

61,000  

131,000  

38,000  

57,000  

75,000  

Membership Distributions

 

(9,428) 

 

 

 

 

 

 

Net income / (loss)

(9,895) 

(4,859) 

(12,685) 

(6,679) 

(11,396) 

(4,132) 

(6,529) 

(6,952) 

Balance as of December 31, 2022

105,105  

38,713  

57,315  

54,321  

119,604  

33,868  

50,471  

68,048  


F-79



VV MARKETS, LLC

STATEMENT OF MEMBERS’ EQUITY (BY-SERIES)

For the calendar year ended December 31, 2022

And for the calendar year ended December 31, 2021

See accompanying Independent Auditor’s report and Notes to these Financial Statements

 

 

VV-
DRC15

VV-
CHBL1

VV-BDXM1

VV-
PFGV

VV-
WBURG

VV-
KGC2

VV-
MACAL2

VV-
MVRW

Balance as of December 31, 2020

 

 

 

 

 

 

 

 

Subscriptions

 

 

 

 

 

 

 

 

Subscriptions not yet collected

 

 

 

 

 

 

 

 

Net income / (loss)

 

 

 

 

 

 

 

 

Balance as of December 31, 2021

 

 

 

 

 

 

 

 

Subscriptions

76,000  

30,000  

200,000  

82,000  

138,000  

158,000  

105,000  

155,000  

Membership Distributions

 

 

 

 

 

 

 

 

Net income / (loss)

(6,748) 

(3,654) 

(27,662) 

(11,437) 

(12,023) 

(20,988) 

(12,969) 

(24,637) 

Balance as of December 31, 2022

69,252  

26,346  

172,338  

70,563  

125,977  

137,012  

92,031  

130,363  

 

 

VV-DRCRC1

VV-CDVM

VV-MACAL3

VV-POM1

Balance as of December 31, 2020

 

 

 

 

Subscriptions

 

 

 

 

Subscriptions not yet collected

 

 

 

 

Net income / (loss)

 

 

 

 

Balance as of December 31, 2021

 

 

 

 

Subscriptions

100,000  

100,000  

130,000  

110,000  

Membership Distributions

 

 

 

 

Net income / (loss)

(9,021) 

(13,016) 

(19,662) 

(14,905) 

Balance as of December 31, 2022

90,979  

86,984  

110,338  

95,095  


F-80



VV MARKETS, LLC

STATEMENT OF CASH FLOWS (BY-SERIES)

For the calendar year ended December 31, 2022

See accompanying Independent Auditor’s report and Notes to these Financial Statements

 

 

VV-
0001

VV-
PNST

VV-STEML

VV-
SUPR

VV-
CHAM

VV-
BDX

VV-
MACAL

VV-
SPAN

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

  Net Income

15,239.00

0.00

0.00

0.00

19,539.76

0.00

0.00

0.00

Net cash provided by operating activities

$15,239.00

$0.00

$0.00

$0.00

$19,539.76

$0.00

$0.00

$0.00

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

  1400 Collectible Assets

40,961.00

0.00

0.00

0.00

49,098.24

0.00

0.00

0.00

Net cash provided by investing activities

$40,961.00

$0.00

$0.00

$0.00

$49,098.24

$0.00

$0.00

$0.00

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

  3000 Membership Contributions

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

  30002 Membership Distributions/Dividends

-53,202.65

0.00

0.00

0.00

-60,560.08

0.00

0.00

0.00

Net cash provided by financing activities

-$53,202.65

$0.00

$0.00

$0.00

-$60,560.08

$0.00

$0.00

$0.00

Net cash increase for period

$2,997.35

$0.00

$0.00

$0.00

$8,077.92

$0.00

$0.00

$0.00

Cash at beginning of period

0.00

1,228.00

1,289.00

1,380.00

1,423.00

1,445.00

1,445.00

1,428.00

Cash at end of period

$2,997.35

$1,228.00

$1,289.00

$1,380.00

$9,500.92

$1,445.00

$1,445.00

$1,428.00


F-81



VV MARKETS, LLC

STATEMENT OF CASH FLOWS (BY-SERIES)

For the calendar year ended December 31, 2022

See accompanying Independent Auditor’s report and Notes to these Financial Statements

 

 

VV-
BOWCK

VV-
FUTUR

VV-
DRC

VV-
NAPA

VV-RHONE

VV-
PTRS

VV-
JPWY

VV-
PDMT

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

  Net Income

46,304.96 

0.00 

0.00 

-5,659.00 

-14,699.00 

-2,614.00 

-18,321.00 

-14,773.00 

Net cash provided by operating activities

$46,304.96 

$0.00 

$0.00 

-$5,659.00 

-$14,699.00 

-$2,614.00 

-$18,321.00 

-$14,773.00 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

  1400 Collectible Assets

84,000.00 

0.00 

0.00 

-114,427.00 

-135,700.00 

-25,893.00 

-165,500.00 

-137,100.00 

Net cash provided by investing activities

$84,000.00 

$0.00 

$0.00 

-$114,427.00 

-$135,700.00 

-$25,893.00 

-$165,500.00 

-$137,100.00 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

  3000 Membership Contributions

0.00 

0.00 

0.00 

142,000.00 

153,000.00 

29,000.00 

187,000.00 

154,500.00 

  30002 Membership Distributions/Dividends

-120,160.00 

0.00 

0.00 

-15,388.10 

0.00 

0.00 

0.00 

0.00 

Net cash provided by financing activities

-$120,160.00 

 

 

$126,611.90 

$153,000.00 

$29,000.00 

$187,000.00 

$154,500.00 

Net cash increase for period

$10,144.96 

$0.00 

$0.00 

$6,525.90 

$2,601.00 

$493.00 

$3,179.00 

$2,627.00 

Cash at beginning of period

1,598.00 

1,904.00 

2,329.00 

0.00 

0.00 

0.00 

0.00 

0.00 

Cash at end of period

$11,742.96 

$1,904.00 

$2,329.00 

$6,525.90 

$2,601.00 

$493.00 

$3,179.00 

$2,627.00 


F-82



VV MARKETS, LLC

STATEMENT OF CASH FLOWS (BY-SERIES)

For the calendar year ended December 31, 2022

See accompanying Independent Auditor’s report and Notes to these Financial Statements

 

 

 

VV-
BOD10

 

VV-
ROSE

 

VV-
GPS

 

VV-
LAF10

 

VV-
JYFT

 

VV-
MR19

 

VV-
BDMA

 

VV-
DRCH

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Net Income

 

-9,944.00 

 

-3,981.00 

 

-20,257.00 

 

-12,515.00 

 

-3,640.00 

 

-4,489.00 

 

-4,874.00 

 

-5,703.00 

Net cash provided by operating activities

 

-$9,944.00 

 

-$3,981.00 

 

-$20,257.00 

 

-$12,515.00 

 

-$3,640.00 

 

-$4,489.00 

 

-$4,874.00 

 

-$5,703.00 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  1400 Collectible Assets

 

-87,864.00 

 

-36,322.00 

 

-106,550.00 

 

-106,428.00 

 

-20,000.00 

 

-23,035.00 

 

-37,395.00 

 

-46,396.00 

Net cash provided by investing activities

 

-$87,864.00 

 

-$36,322.00 

 

-$106,550.00 

 

-$106,428.00 

 

-$20,000.00 

 

-$23,035.00 

 

-$37,395.00 

 

-$46,396.00 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  3000 Membership Contributions

 

99,500.00 

 

41,000.00 

 

129,000.00 

 

121,000.00 

 

24,000.00 

 

28,000.00 

 

43,000.00 

 

53,000.00 

  30002 Membership Distributions/Dividends

 

0.00 

 

0.00 

 

0.00 

 

0.00 

 

0.00 

 

0.00 

 

0.00 

 

0.00 

Net cash provided by financing activities

 

$99,500.00 

 

$41,000.00 

 

$129,000.00 

 

$121,000.00 

 

$24,000.00 

 

$28,000.00 

 

$43,000.00 

 

$53,000.00 

Net cash increase for period

 

$1,692.00 

 

$697.00 

 

$2,193.00 

 

$2,057.00 

 

$360.00 

 

$476.00 

 

$731.00 

 

$901.00 

Cash at beginning of period

 

0.00 

 

0.00 

 

0.00 

 

0.00 

 

0.00 

 

0.00 

 

0.00 

 

0.00 

Cash at end of period

  

$1,692.00 

 

$697.00 

 

$2,193.00 

 

$2,057.00 

 

$360.00 

 

$476.00 

 

$731.00 

 

$901.00 


F-83



VV MARKETS, LLC

STATEMENT OF CASH FLOWS (BY-SERIES)

For the calendar year ended December 31, 2022

See accompanying Independent Auditor’s report and Notes to these Financial Statements

 

 

 

 

VV-
MACAL50

 

VV-
GERM

 

VV-
LR15

 

VV-
JSCV

 

VV-
SCRV

 

VV-
CDCV

 

VV-
CB100

 

VV-
KGC1

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Net Income

 

-11,045.00 

 

-1,375.00 

 

-13,385.00 

 

-7,289.00 

 

-12,706.00 

 

-4,512.00 

 

-7,099.00 

 

-7,702.00 

Net cash provided by operating activities

 

-$11,045.00 

 

-$1,375.00 

 

-$13,385.00 

 

-$7,289.00 

 

-$12,706.00 

 

-$4,512.00 

 

-$7,099.00 

 

-$7,702.00 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  1400 Collectible Assets

 

-102,000.00 

 

-40,151.00 

 

-55,425.00 

 

-52,674.00 

 

-116,067.00 

 

-32,842.00 

 

-48,932.00 

 

-66,022.00 

Net cash provided by investing activities

 

-$102,000.00 

 

-$40,151.00 

 

-$55,425.00 

 

-$52,674.00 

 

-$116,067.00 

 

-$32,842.00 

 

-$48,932.00 

 

-$66,022.00 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  3000 Membership Contributions

 

115,000.00 

 

53,000.00 

 

70,000.00 

 

61,000.00 

 

131,000.00 

 

38,000.00 

 

57,000.00 

 

75,000.00 

  30002 Membership Distributions/Dividends

 

0.00 

 

-9,428.40 

 

0.00 

 

0.00 

 

0.00 

 

0.00 

 

0.00 

 

0.00 

Net cash provided by financing activities

 

$115,000.00 

 

$43,571.60 

 

$70,000.00 

 

$61,000.00 

 

$131,000.00 

 

$38,000.00 

 

$57,000.00 

 

$75,000.00 

Net cash increase for period

 

$1,955.00 

 

$2,045.60 

 

$1,190.00 

 

$1,037.00 

 

$2,227.00 

 

$646.00 

 

$969.00 

 

$1,276.00 

Cash at beginning of period

 

0.00 

 

0.00 

 

0.00 

 

0.00 

 

0.00 

 

0.00 

 

0.00 

 

0.00 

Cash at end of period

  

$1,955.00 

 

$2,045.60 

 

$1,190.00 

 

$1,037.00 

 

$2,227.00 

 

$646.00 

 

$969.00 

 

$1,276.00 


F-84



VV MARKETS, LLC

STATEMENT OF CASH FLOWS (BY-SERIES)

For the calendar year ended December 31, 2022

See accompanying Independent Auditor’s report and Notes to these Financial Statements

 

 

 

VV-
DRC15

 

VV-
CHBL1

 

VV-
BDXM1

 

VV-
PFGV

 

VV-
WBURG

 

VV-
KGC2

 

VV-
MACAL2

 

VV-
MVRW

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Net Income

 

-7,508.00 

 

-3,954.00 

 

-29,662.00 

 

-12,257.00 

 

-13,403.00 

 

-22,568.00 

 

-14,019.00 

 

-26,187.00 

Net cash provided by operating activities

 

-$7,508.00 

 

-$3,954.00 

 

-$29,662.00 

 

-$12,257.00 

 

-$13,403.00 

 

-$22,568.00 

 

-$14,019.00 

 

-$26,187.00 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  1400 Collectible Assets

 

-67,200.00 

 

-25,536.00 

 

-166,938.00 

 

-68,350.00 

 

-122,251.00 

 

-132,746.00 

 

-89,196.00 

 

-126,178.00 

Net cash provided by investing activities

 

-$67,200.00 

 

-$25,536.00 

 

-$166,938.00 

 

-$68,350.00 

 

-$122,251.00 

 

-$132,746.00 

 

-$89,196.00 

 

-$126,178.00 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  3000 Membership Contributions

 

76,000.00 

 

30,000.00 

 

200,000.00 

 

82,000.00 

 

138,000.00 

 

158,000.00 

 

105,000.00 

 

155,000.00 

  30002 Membership Distributions/Dividends

 

0.00 

 

0.00 

 

0.00 

 

0.00 

 

0.00 

 

0.00 

 

0.00 

 

0.00 

Net cash provided by financing activities

 

$76,000.00 

 

$30,000.00 

 

$200,000.00 

 

$82,000.00 

 

$138,000.00 

 

$158,000.00 

 

$105,000.00 

 

$155,000.00 

Net cash increase for period

 

$1,292.00 

 

$510.00 

 

$3,400.00 

 

$1,393.00 

 

$2,346.00 

 

$2,686.00 

 

$1,785.00 

 

$2,635.00 

Cash at beginning of period

 

0.00 

 

0.00 

 

0.00 

 

0.00 

 

0.00 

 

0.00 

 

0.00 

 

0.00 

Cash at end of period

  

$1,292.00 

  

$510.00 

  

$3,400.00 

  

$1,393.00 

  

$2,346.00 

  

$2,686.00 

  

$1,785.00 

  

$2,635.00 


F-85



VV MARKETS, LLC

STATEMENT OF CASH FLOWS (BY-SERIES)

For the calendar year ended December 31, 2022

See accompanying Independent Auditor’s report and Notes to these Financial Statements

 

 

VV-DRCRC1

VV-CDVM

VV-MACAL3

VV-POM1

OPERATING ACTIVITIES

 

 

 

 

  Net Income

-10,021.00 

-14,016.00 

-20,962.00 

-16,005.00 

Net cash provided by operating activities

-$10,021.00 

-$14,016.00 

-$20,962.00 

-$16,005.00 

INVESTING ACTIVITIES

 

 

 

 

  1400 Collectible Assets

-88,279.00 

-84,284.00 

-106,878.00 

-92,125.00 

Net cash provided by investing activities

-$88,279.00 

-$84,284.00 

-$106,878.00 

-$92,125.00 

FINANCING ACTIVITIES

 

 

 

 

  3000 Membership Contributions

100,000.00 

100,000.00 

130,000.00 

110,000.00 

  30002 Membership Distributions/Dividends

0.00 

0.00 

0.00 

0.00 

Net cash provided by financing activities

$100,000.00 

$100,000.00 

$130,000.00 

$110,000.00 

Net cash increase for period

$1,700.00 

$1,700.00 

$2,160.00 

$1,870.00 

Cash at beginning of period

0.00 

0.00 

0.00 

0.00 

Cash at end of period

$1,700.00 

$1,700.00 

$2,160.00 

$1,870.00 


F-86



VV MARKETS, LLC

STATEMENT OF CASH FLOWS (BY-SERIES)

For the calendar year ended December 31, 2021

See accompanying Independent Auditor’s report and Notes to these Financial Statements

 

 

VV-
0001

VV-
BDX

VV-
BWCK

VV-
CHAM

VV-
DRC

VV-
FUTUR

VV-
MACAL

VV-
PNST

Cash Flows from Operating Activities

 

 

 

 

 

 

 

 

Net Income

$(5,039) 

$(7,755) 

$(8,402) 

$(6,577) 

$(13,106) 

$(9,842) 

$(8,155) 

$(4,772) 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

None

 

 

 

 

 

 

 

 

Net Cash Used in Operating Activities

(5,039) 

(7,755) 

(8,402) 

(6,577) 

(13,106) 

(9,842) 

(8,155) 

(4,772) 

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

 

Purchase of collectible assets

(40,961) 

(75,800) 

(84,000) 

(65,000) 

(121,565) 

(100,254) 

(75,400) 

(40,000) 

Net Cash Used in Investing Activities

(40,961) 

(75,800) 

(84,000) 

(65,000) 

(121,565) 

(100,254) 

(75,400) 

(40,000) 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

 

Advances from the manager

 

 

 

 

 

 

 

 

Proceeds from subscriptions

46,000  

85,000  

94,000  

73,000  

137,000  

112,000  

85,000  

46,000  

Net Cash Provided by Financing Activities

46,000  

85,000  

94,000  

73,000  

137,000  

112,000  

85,000  

46,000  

 

 

 

 

 

 

 

 

 

Net Change In Cash and Cash Equivalents

$ 

$1,445  

$1,598  

$1,423  

$2,329  

$1,904  

$1,445  

$1,228  

Cash and Cash Equivalents at Beg. of Period

 

 

 

 

 

 

 

 

Cash and Cash Equivalents at End of Period

$ 

$1,445  

$1,598  

$1,423  

$2,329  

$1,904  

$1,445  

$1,228  

 

 

 

 

 

 

 

 

 

Supplemental Disclosure of Cash Flow Information

 

 

 

 

 

 

 

 

Cash paid for interest

 

 

 

 

 

 

 

 

Cash paid for income taxes

 

 

 

 

 

 

 

 


F-87



VV MARKETS, LLC

STATEMENT OF CASH FLOWS (BY-SERIES)

For the calendar year ended December 31, 2021

See accompanying Independent Auditor’s report and Notes to these Financial Statements

 

 

VV-
SPAN

VV-
STEML

VV-
SUPR

VV-
NAPA

VV-
RHONE

VV-
PTRS

VV-
JPWY

VV-
PDMT

Cash Flows from Operating Activities

 

 

 

 

 

 

 

 

Net Income

$(7,772) 

$(6,411) 

$(6,320) 

$ 

$ 

$0 

$0 

$ 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

None

 

 

 

 

 

0 

0 

 

Net Cash Used in Operating Activities

(7,772) 

(6,411) 

(6,320) 

 

 

0 

0 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

 

Purchase of collectible assets

(74,800) 

(56,800) 

(63,800) 

(128,313) 

(135,700) 

0 

0 

(137,100) 

Net Cash Used in Investing Activities

(74,800) 

(56,800) 

(63,800) 

(128,313) 

(135,700) 

0 

0 

(137,100) 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

 

Advances from the manager

 

 

 

128,313  

135,700  

0 

0 

137,100  

Proceeds from subscriptions

84,000  

64,500  

71,500  

 

 

0 

0 

 

Net Cash Provided by Financing Activities

84,000  

64,500  

71,500  

128,313  

135,700  

0 

0 

137,100  

 

 

 

 

 

 

 

 

 

Net Change In Cash and Cash Equivalents

$1,428  

$1,289  

$1,380  

$ 

$ 

$0 

$0 

$ 

Cash and Cash Equivalents at Beg of Period

 

 

 

 

 

0 

0 

 

Cash and Cash Equivalents at End of Period

$1,428  

$1,289  

$1,380  

$ 

$ 

$0 

$0 

$ 

 

 

 

 

 

 

 

 

 

Supplemental Disclosure of Cash Flow Information

 

 

 

 

 

 

 

 

Cash paid for interest

 

 

 

 

 

0 

0 

 

Cash paid for income taxes

 

 

 

 

 

0 

0 

 

 


F-88



VV MARKETS, LLC AND SERIES LLCS

NOTES TO FINANCIAL STATEMENTS

As of and for the periods ended December 31, 2022 and 2021
See accompanying Independent Auditors’ report

 

NOTE 1: NATURE OF OPERATIONS

 

VV Markets, LLC (the “Company”) is a Delaware series limited liability company formed on June 16th, 2020. VinVesto Inc. is the sole owner of interests of the Company (other than interests issued in a particular series to other investors). The Company was formed to acquire and manage fine wines, spirits, and other wine related entities. It is expected that the Company will create a number of separate series of interests (the “Series” or “Series of Interests”) and that each collection 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 Company’s managing member is VinVesto, Inc. (the “Manager”). The Manager is a Delaware corporation formed on June 16th, 2020. The Manager is a technology and marketing company that operates the VinVesto platform (“Platform”) and manages the Company and the assets owned by the Company in its roles as the Manager and manager of the assets of each Series (the “Asset Manager”).

 

Although the Company has commenced its planned principal operations, it will continue to incur significant additional expenses. The Company is dependent upon additional capital resources for the commencement of its planned principal operations and is subject to significant risks and uncertainties; including failing to secure funding to operationalize the Company’s planned operations or failing to profitably operate the business.

 

The Company has and 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 an offering related to that particular Series a collection of assets, (plus any cash reserves for future operating expenses). 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, determining how to best commercialize the applicable Series 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”). The Company and each Series shall have perpetual existence unless terminated pursuant to the Operating Agreement or law. Once all assets owned by the Series have been sold the Series will be terminated.

 

OPERATING AGREEMENT

 

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.

 

After the closing of an offering, each Series is responsible for its own Operating expenses (as defined in Note 2(5)). Prior to the closing, Operating expenses are borne by the Manager and not reimbursed by the economic members. Should post-closing Operating expenses exceed revenues or cash reserves then the 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 may impose a reasonable 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, which may include the Manager or its affiliates.


F-89



NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP).

 

Use of Estimates

 

The preparation of the balance sheet in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash Equivalents and Concentration of Cash Balance

 

The Company considers all highly liquid securities with an original maturity of less than three months to be cash equivalents. The Company’s cash and cash equivalents in bank deposit accounts, at times, may exceed federally insured limits.

 

Offering Expenses

 

Offering expenses relate to the offering for a specific Series and 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, are being funded by the Manager. While the Manager is entitled to reimbursement of these offering expenses incurred on behalf of the Series, the Manager will generally elect not to be reimbursed through the proceeds of the offering related to the Series. Additionally, should the proposed offering prove to be unsuccessful, these costs, as well as additional expenses to be incurred, will be charged to the Manager.

 

Operating Expenses

 

Operating expenses related to a particular collection of assets are costs and expenses attributable to the assets of a particular Series and include storage, insurance, transportation (other than the initial transportation from the card location to the Manager’s storage facility prior to the offering, which is treated as an “Acquisition Expense”, as defined below), annual audit and legal expenses and other specific expenses as detailed in the Manager’s allocation policy. 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, Series or economic members. These are accounted for as capital contributions by the Manager for expenses related to the business of the Company or a Series.

 

Income Taxes

 

The Company intends that the master series and separate Series will elect and qualify to be taxed as a C-corporation under the Internal Revenue Code. The separate Series will comply with the accounting and disclosure requirement of 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.


F-90



NOTE 3 - RELATED PARTY TRANSACTIONS

 

The Company, a Delaware series limited liability company, whose managing member is the Manager, will admit additional members to each of its series through the offerings for each series. By purchasing an Interest in a Series of Interests, the investor is admitted as a member of the Company 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 that the Manager with the ability to appoint officers.

 

NOTE 4 - ASSET ACQUISITIONS

 

The Company opened 30 series in 2022 and made the following acquisitions:

 

Series

Assets Acquired ($)

Amount Still Due to Seller ($)

VV-ROSE

36,322.00

0

VV-BOD10

87,864.00

0

VV-WBURG

122,251.00

0

VV-GERM

40,151.00

0

VV-LAF10

106,428.00

0

VV-MACAL50

102,000.00

0

VV-JYFT

20,000.00

0

VV-GPS

106,550.00

0

VV-BDMA

37,395.00

0

VV-CDCV

32,842.00

0

VV-DRCH

46,396.00

0

VV-MR19

23,035.00

0

VV-SCRV

116,067.00

0

VV-BDXM1

166,938.00

0

VV-CB100

48,932.00

0

VV-JSCV

52,674.00

0

VV-KGC1

66,022.00

0

VV-LR15

55,425.00

0

VV-PFGV

68,350.00

0

VV-BDX2K

146,390.00

0

VV-BXEP21

193,198.00

0

VV-CDVM

84,284.00

0

VV-CHBL1

25,536.00

0

VV-DRC15

67,200.00

0

VV-DRCRC1

88,279.00

0

VV-KGC2

132,746.00

0

VV-MACAL2

89,196.00

0

VV-MACAL3

106,878.00

0

VV-MVRM

126,178.00

0

VV-POM1

92,125.00

0


F-91



The Company opened 16 series in 2021 and made the following acquisitions:

 

Series

Asset
acquired ($)

Amounts
still due to
seller ($)

VV-0001

40,961

 

VV-BDX

75,800

 

VV-BWCK

84,000

 

VV-CHAM

65,000

 

VV-DRC

151,565

 

VV-FUTUR

100,254

 

VV-MACAL

75,400

 

VV-PNST

40,000

 

VV-SPAN

74,800

 

VV-STEML

56,800

 

VV-SUPR

63,800

 

VV-NAPA

128,313

 

VV-RHONE

135,700

 

VV-PTRS

25,893

(25,893)

VV-JPWY

165,500

(165,500)

VV-PDMT

137,100

 

TOTAL

1,390,886

(191,393)

 

 

NOTE 5 - REVENUE, EXPENSE AND COST ALLOCATION METHODOLOGY

 

The Company distinguishes expenses and costs between those related to the purchase of a particular collection of assets and Operating expenses related to the management of such collectible assets.

 

Fees and expenses related to the purchase of an underlying collection of assets include the offering expenses, Acquisition Expenses, Brokerage Fee and Sourcing Fee. As of December 31, 2022, and December 31, 2021, VinVesto, Inc. incurred costs of $25,225, $128,313, and $0 on behalf of the Company or Series, respectively.

 

Within Operating expenses the Company distinguishes between Operating expenses incurred prior to the closing of an offering and those incurred after the close of an offering. Although these pre- and post- closing Operating expenses are similar in nature and consist of expenses such as storage, insurance, transportation and maintenance, 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 and/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 reasonable rate of interest or (iv) issuance of additional Interest in a Series.

 

Revenue from the anticipated commercialization of the collections will be allocated amongst the Series whose underlying assets are part of the commercialization events, based on the value of the underlying assets. For the twelve months ended December 31, our Series have generated $285,215.96 in revenues, generated by the following Series from sales (or partial sales) of the underlying assets of the Series: VV-BOWCK generated $130,304.96; VV-0001 generated $56,200.00; VV-GERM generated  $10,573.00; VV-CHAM generated cumulative revenue of $68,638.00, and VV-NAPA generated $19,500.

 

Offering expenses, other than those related to the overall business of the Manager (as described in Note 2(4)) are funded by the Manager and, at the Manager's election, are generally not reimbursed by the Series proceeds upon the closing of an offering. No offering expenses have been incurred by the Company as of December 31, 2021.


F-92



The Sourcing Fee is paid to the Manager from the Series proceeds upon the close of an offering.

 

The Series incurred the following revenue and expenses:

 

Operating Expenses for the year ended December 31, 2022

Series

Revenue ($)

Cost of
Goods
Sold

Expenses

Net Income /
(Loss) ($)

Storage and Insurance ($)

Broker
Dealer ($)

Sourcing
Fee ($)

VV-0001

56,200

40,961

0

0

0

15,239

VV-BDX

0

0

 

0

0

0

VV-BOWCK

130,305

84,000

0

0

0

46,305

VV-CHAM

68,638

49,098

0

0

0

19,540

VV-DRC

0

0

0

0

0

0

VV-FUTUR

0

0

0

0

0

0

VV-MACAL

0

0

0

0

0

0

VV-PNST

0

0

0

0

0

0

VV-SPAN

0

0

0

0

0

0

VV-STEML

0

0

0

0

0

0

VV-SUPR

0

0

0

0

0

0

VV-NAPA

19,500

11,472

0

1,420

12,267

-5,659

VV-RHONE

0

0

0

1,530

13,169

-14,699

VV-PTRS

0

0

0

290

2,324

-2,614

VV-JPWY

0

0

0

1,870

16,451

-18,321

VV-PDMT

0

0

0

1,545

13,228

-14,773

VV-ROSE

0

0

0

995

8,949

-9,944

VV-BOD10

0

0

0

410

3,571

-3,981

VV-WBURG

0

0

0

1,380

12,023

-13,403

VV-GERM

10,573

6,559

0

530

4,859

-1,375

VV-LAF10

0

0

0

1,210

11,305

-12,515

VV-MACAL50

0

0

0

1,150

9,895

-11,045

VV-JYFT

0

0

0

240

3,400

-3,640

VV-GPS

0

0

0

1,290

18,967

-20,257

VV-BDMA

0

0

0

430

4,444

-4,874

VV-CDCV

0

0

0

380

4,132

-4,512

VV-DRCH

0

0

0

530

5,173

-5,703

VV-MR19

0

0

0

280

4,209

-4,489

VV-SCRV

0

0

0

1,310

11,396

-12,706

VV-BDXM1

0

0

0

2,000

27,662

-29,662

VV-CB100

0

0

0

570

6,529

-7,099

VV-JSCV

0

0

0

610

6,679

-7,289

VV-KGC1

0

0

0

750

6,952

-7,702

VV-LR15

0

0

0

700

12,685

-13,385

VV-PFGV

0

0

0

820

11,437

-12,257

VV-BDX2K

0

0

0

0

0

0

VV-BXEP21

0

0

0

0

0

0

VV-CDVM

0

0

0

1,000

13,016

-14,016

VV-CHBL1

0

0

0

300

3,654

-3,954

VV-DRC15

0

0

0

760

6,748

-7,508

VV-DRCRC1

0

0

0

1,000

9,021

-10,021

VV-KGC2

0

0

0

1,580

20,988

-22,568

VV-MACAL2

0

0

0

1,050

12,969

-14,019


F-93



VV-MACAL3

0

0

0

1,300

19,612

-20,912

VV-MVRM

0

0

0

1,550

24,637

-26,187

VV-POM1

0

0

0

1,100

14,905

-16,005

TOTAL OPERATING EXPENSES

285,216

192,090

0

31,880

357,256

-296,010

 

NOTE 6 - SERIES OFFERINGS

 

As part of the Regulation A securities offering, the Company issues securities for the underlying Series to finance the acquisition of the assets. The Series have issued the following interests:

 

Series

Weighted average
membership interest (units)

Subscriptions ($)

VV-0001

1,000

46,000

VV-BDX

2,125

85,000

VV-BOWCK

2,000

94,000

VV-CHAM

1,460

73,000

VV-DRC

5,480

137,000

VV-FUTUR

1,600

112,000

VV-MACAL

1,700

85,000

VV-PNST

2,000

46,000

VV-SPAN

1,400

84,000

VV-STEML

6,450

64,500

VV-SUPR

1,986

71,500

VV-NAPA

2,840

142,000

VV-RHONE

3,825

153000

VV-PTRS

500

29,000

VV-JPWY

5,500

187,000

VV-PDMT

3,090

154,500

VV-ROSE

1,000

        41,000

VV-BOD10

1,990

        99,500

VV-WBURG

4,600

       138,000

VV-GERM

1,000

        53,000

VV-LAF10

1,210

       121,000

VV-MACAL50

5,750

       115,000

VV-JYFT

800

        24,000

VV-GPS

3,000

       129,000

VV-BDMA

860

        43,000

VV-CDCV

760

        38,000

VV-DRCH

530

        53,000

VV-MR19

280

        28,000

VV-SCRV

1,310

       131,000

VV-BDXM1

4,000

       200,000

VV-CB100

570

        57,000

VV-JSCV

610

        61,000

VV-KGC1

1,500

        75,000

VV-LR15

700

        70,000

VV-PFGV

1,640

        82,000

VV-CDVM

1,000

       100,000

VV-CHBL1

600

        30,000

VV-DRC15

760

        76,000


F-94



VV-DRCRC1

1,000

       100,000

VV-KGC2

1,580

       158,000

VV-MACAL2

1,050

       105,000

VV-MACAL3

1,300

       130,000

VV-MVRM

3,100

       155,000

VV-POM1

1,100

       110,000

Totals

86,556

    4,086,000

 

Note 7 - GOING CONCERN

 

The accompanying balance sheet has been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company’s ability to continue as a going concern in the next twelve months is dependent upon its ability to obtain capital financing from investors sufficient to meet current and future obligations and deploy such capital to produce profitable operating results. No assurance can be given that the Company will be successful in these efforts. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The balance sheet does not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

NOTE 8 - SUBSEQUENT EVENTS

 

Continued Securities Offering

 

The Company intends to issue continue issuing securities of the underlying series in a securities offering meant to be exempt from US Securities and Exchange Commission registration under Regulation A.

 

Management Evaluation

 

Management has evaluated all subsequent events through April 25, 2022, the date the financial statements were available to be issued. There are no additional material events requiring disclosure or adjustment to the financial statements.


F-95



PART III – EXHIBITS

 

Exhibit Index

 

The documents listed in this Exhibit Index are incorporated by reference or are filed with the offering statement of which this offering circular forms a part, in each case as indicated below.

 

Exhibit No.

 

Description

2.1

 

Certificate of Formation of VV Markets, LLC^

2.2

 

Limited Liability Company Agreement of VV Markets LLC^^

3.1

 

Series Designation for Series VV-0001 Interests^^

3.2

 

Series Designation for Series VV PNST Interests^^^

3.3

 

Series Designation for Series VV-SUPR Interests^^^

3.4

 

Series Designation for Series VV-STEML Interests^^^

3.5

 

Series Designation for Series VV-MACAL Interests***

3.6

 

Series Designation for Series VV-BOWCK Interests***

3.7

 

Series Designation for Series VV-FUTUR Interests***

3.8

 

Series Designation for Series VV-BDX Interests***

3.9

 

Series Designation for Series VV-SPAN Interests***

3.10

 

Series Designation for Series VV-DRC Interests*

3.11

 

Series Designation for Series VV-NAPA Interests*

3.12

 

Series Designation for Series VV-RHONE Interests*

3.13

 

Series Designation for Series VV-PDMT Interests*

3.14

 

Series Designation for Series VV-JPWY Interests*

3.15

 

Series Designation for Series VV-PTRS*

3.16

 

Series Designation for VV-ROSE++

3.17

 

Series Designation for VV-BOD10++

3.18

 

Series Designation for VV-WBURG++

3.19

 

Series Designation for VV-GERM+

3.20

 

Series Designation for VV-LAF10++

3.21

 

Series Designation for VV-MACAL50++

3.22

 

Series Designation for VV-JYFT++

3.23

 

Series Designation for VV-GPS++

3.24

 

Series Designation for VV-CHAM^^^

3.25

 

Series Designation for VV-BDMA +++

3.26

 

Series Designation for VV-CDCV +++

3.27

 

Series Designation for VV-DRCH +++

3.28

 

Series Designation for VV-MR19 +++

3.29

 

Series Designation for VV-SCRV +++

3.30

 

Series Designation for VV-BDXM1##

3.31

 

Series Designation for VV-CB100##

3.32

 

Series Designation for VV-JSCV##

3.33

 

Series Designation for VV-KGC1##

3.34

 

Series Designation for VV-LR15##

3.35

 

Series Designation for VV-PFGV##

3.36

 

Series Designation for VV-BDX2K#

3.37

 

Series Designation for VV-BXEP21#

3.38

 

Series Designation for VV-CDVM#

3.39

 

Series Designation for VV-CHBL1#

3.40

 

Series Designation for VV-DRC15#

3.41

 

Series Designation for VV-DRCRC1#

3.42

 

Series Designation for VV-KGC2#

3.43

 

Series Designation for VV-MACAL2#

3.44

 

Series Designation for VV-MACAL3#

3.45

 

Series Designation for VV-MVRW#


135



3.46

 

Series Designation for VV-POM1#

3.47

 

Series Designation for VV-BOW50@@

3.48

 

Series Designation for VV-CCC1@ 

3.49

 

Series Designation for VV-DL19@ 

3.50

 

Series Designation for VV-DRCH17@ 

3.51

 

Series Designation for VV-LAF19@ 

3.52

 

Series Designation for VV-MACFC@ 

3.53

 

Series Designation for VV-MARG1@ 

3.54

 

Series Designation for VV-RTBC@ 

3.55

 

Series Designation for VV-SAIC@ 

3.56

 

Series Designation for VV-TLC1@ 

3.57

 

Series Designation for VV-HAWV@

3.58

 

Series Designation for VV-BOW2

3.59

 

Series Designation for VV-DP08

3.60

 

Series Designation for VV-DRC09

3.61

 

Series Designation for VV-DRCH14

3.62

 

Series Designation for VV-DRCH19

3.63

 

Series Designation for VV-ITRC

3.64

 

Series Designation for VV-KCSK

3.65

 

Series Designation for VV-KGC3

3.66

 

Series Designation for VV-KGC4

3.67

 

Series Designation for VV-MACAL4

3.68

 

Series Designation for VV-YAM1

3.69

 

Series Designation for VV-BOMA =

3.70

 

Series Designation for VV-CHJC =

3.71

 

Series Designation for VV-GUGL1 =

3.72

 

Series Designation for VV-HBC1 =

3.73

 

Series Designation for VV-HIB1 =

3.74

 

Series Designation for VV-KGC5 =

3.75

 

Series Designation for VV-LAT1 =

3.76

 

Series Designation for VV-LBV1 =

3.77

 

Series Designation for VV-RBV1 =

3.78

 

Series Designation for VV-SCC1 =

3.79

 

Series Designation for VV-SPAN2 =

3.80

 

Series Designation for VV-KGC6 =

3.81

 

Series Designation for VV-AMW1(=)

3.82

 

Series Designation for VV-BDXG (=)

3.83

 

Series Designation for VV-BURGS1 (=)

3.84

 

Series Designation for VV-CALC1 (=)

3.85

 

Series Designation for VV-CHAM2 (=)

3.86

 

Series Designation for VV-GCW1 (=)

3.87

 

Series Designation for VV-HCC1 (=)

3.88

 

Series Designation for VV-MACAL5 (=)

3.89

 

Series Designation for VV-MACAL6 (=)

3.90

 

Series Designation for VV-PNTC (=)

3.91

 

Series Designation for VV-SCC2 (=)


136



3.92

 

Series Designation for VV-SUPR2 (=)

3.93

 

Series Designation for VV-LB22>

3.94

 

Series Designation for VV-RB22>

3.95

 

Series Designation for VV-FG22>

3.96

 

Series Designation for VV-KKCSK !

3.97

 

Series Designation for VV-DOM13 !

3.98

 

Series Designation for VV-PG18 !

3.99

 

Series Designation for VV-CDP1 !

3.100

 

Series Designation for VV-IGMS !

3.101

 

Series Designation for VV-RUM1 !

3.102

 

Series Designation for VV-HPHH !

3.103

 

Series Designation for VV-JPNW !

4.1

 

Form of Subscription Agreement^^^

6.1

 

Management Services Agreement, dated July 1, 2020, between VV Markets, LLC and VinVesto, Inc. ^^

6.2

 

Purchase and Sale Agreement, dated September 1, 2020 between VinVesto, Inc. and VV Markets, LLC.^^

6.3

 

Software and Services License Agreement dated December 20, 2020 between VinVesto, Inc and North Capital Investment Technology Inc. ^^

6.4

 

Receipt^^

6.5

 

Receipt^^

6.6

 

Receipt^^

6.7

 

Storage Agreement dated January 19, 2021 between VV Markets, LLC and Domain DC Storage.^^

6.8

 

Form Purchase Option Agreement*

6.9

 

VV-MACAL Purchase Option Agreement***

6.10

 

VV-BOWCK Purchase Option Agreement***

6.11

 

VV-FUTUR Purchase Option Agreement***

6.12

 

VV-BDX Purchase Option Agreement***

6.13

 

VV-SPAN Purchase Option Agreement***

6.14

 

VV-DRC Purchase Agreement*

6.15

 

VV-NAPA Purchase Option Agreement*

6.16

 

VV-RHONE Purchase Option Agreement*

6.17

 

VV-PDMT Purchase Option Agreement*

6.18

 

VV-JPWY Purchase Option Agreement*

6.19

 

VV-PTRS Purchase Agreement*

6.20

 

VV-ROSE Purchase Agreement**

6.21

 

VV-BOD10 Purchase Agreement**

6.22

 

VV-WBURG Purchase Agreement**

6.23

 

VV-GERM Purchase Option Agreement**

6.24

 

VV-LAF10 Purchase Option Agreement**

6.25

 

VV-MACAL50 Purchase Option Agreement**

6.26

 

VV-JYFT Purchase Option Agreement**

6.27

 

VV-GPS Purchase Option Agreement**

6.28

 

VV-BDMA Purchase Agreement +++

6.29

 

VV-CDCV Purchase Agreement +++

6.30

 

VV-DRCH Purchase Agreement +++

6.31

 

VV-MR19 Purchase Agreement +++

6.32

 

VV-SCRV Purchase Agreement +++

6.33

 

VV-BDXM1 Purchase Agreement##

6.34

 

VV-CB100 Purchase Agreement##

6.35

 

VV-JSCV Purchase Agreement##

6.36

 

VV-KGC1 Purchase Agreement##


137



6.37

 

VV-LR15 Purchase Agreement##

6.38

 

VV-PFGV Purchase Agreement##

6.39

 

VV-BDX2K Purchase Agreement#

6.40

 

VV-BXEP21 Purchase Agreement#

6.41

 

VV-CDVM Purchase Agreement#

6.42

 

VV-CHBL1 Purchase Agreement#

6.43

 

VV-DRC15 Purchase Agreement#

6.44

 

VV-DRCRC1 Purchase Agreement#

6.45

 

VV-KGC2 Purchase Agreement#

6.46

 

VV-MACAL2 Purchase Agreement#

6.47

 

VV-MACAL3 Purchase Agreement#

6.48

 

VV-MVRW Purchase Agreement#

6.49

 

VV-POM1 Purchase Agreement#

6.50

 

VV-BOW50 Purchase Agreement@

6.51

 

VV-CCC1 Purchase Agreement@ 

6.52

 

VV-DL19 Purchase Agreement@ 

6.53

 

VV-DRCH17 Purchase Agreement@ 

6.54

 

VV-LAF19 Purchase Agreement@ 

6.55

 

VV-MACFC Purchase Agreement@ 

6.56

 

VV-MARG1 Purchase Agreement@ 

6.57

 

VV-RTBC Purchase Agreement@ 

6.58

 

VV-SAIC Purchase Agreement@ 

6.59

 

VV-TLC1 Purchase Agreement@

6.60

 

VV-HAWV Purchase Agreement@

6.61

 

VV-BOW2 Purchase Agreement

6.62

 

VV-DP08 Purchase Agreement

6.63

 

VV-DRC09 Purchase Agreement

6.64

 

VV-DRCH14 Purchase Agreement

6.65

 

VV-DRCH19 Purchase Agreement

6.66

 

VV-ITRC Purchase Agreement

6.67

 

VV-KCSK Purchase Agreement

6.68

 

VV-KGC3 Purchase Agreement

6.69

 

VV-KGC4 Purchase Agreement

6.70

 

VV-MACAL4 Purchase Agreement

6.71

 

VV-YAM1 Purchase Agreement

6.72

 

VV-BOMA Purchase Agreement =

6.73

 

VV-CHJC Purchase Agreement =

6.74

 

VV-GUGL1 Purchase Agreement =

6.75

 

VV-HBC1 Purchase Agreement =/=

6.76

 

VV-HIB1 Purchase Agreement =

6.77

 

VV-KGC5 Purchase Agreement =

6.78

 

VV-LAT1 Purchase Agreement =/=

6.79

 

VV-LBV1 Purchase Agreement =

6.80

 

VV-RBV1 Purchase Agreement =/=

6.81

 

VV-SCC1 Purchase Agreement =

6.82

 

VV-SPAN2 Purchase Agreement =/=

6.83

 

VV-KGC6 Purchase Agreement =/=

6.84

 

VV-AMW1 Purchase Agreement=/=

6.85

 

VV-BDXG Purchase Agreement=/=

6.86

 

VV-BURGS1 Purchase Agreement=/=

6.87

 

VV-CALC1 Purchase Agreement=/=

6.88

 

VV-CHAM2 Purchase Agreement=/=

6.89

 

VV-GCW1 Purchase Agreement=/=


138



6.90

 

VV-HCC1 Purchase Agreement=/=

6.91

 

VV-MACAL5 Purchase Agreement=/=

6.75

 

VV-HBC1 Purchase Agreement =/=

6.93

 

VV-PNTC Purchase Agreement=/=

6.94

 

VV-SCC2 Purchase Agreement=/=

6.95

 

VV-SUPR2 Purchase Agreement=/=

6.96

 

VV-LBB22 Purchase Agreement>

6.97

 

VV-RBB22 Purchase Agreement>

6.98

 

VV-FG22 Purchase Agreement>

6.99

 

VV-KKCSK Purchase Agreement!

6.100

 

VV-DOM13 Purchase Agreement!

6.101

 

VV-PG18 Purchase Agreement!

6.102

 

VV-CDP1 Purchase Agreement!!

6.103

 

VV-IGMS Purchase Agreement!

6.104

 

VV-RUM1 Purchase Agreement!

6.105

 

VV-HPHH Purchase Agreement!

6.106

 

VV-JPNW Purchase Agreement!

8.1

 

Escrow Agreement for Securities Offering, between North Capital Private Securities Corporation^^

11.1

 

Consent of IndigoSpire(#)

11.2

 

Consent of BF Borgers CPA PC(#)

12

 

Opinion of CrowdCheck Law LLP!

99.1

 

Disaggregated information requested in Item 6 of Part 1 of this Form 1-A !

 

(#)Filed herewith 

!Previously Filed 

!!Incorporated by reference to the Company’s Semiannual Report on Form 1-SA filed with the SEC on September 26, 2023 

#Incorporated by reference to the Company’s offering statement on Form 1-A POS filed with the SEC on July 22, 2022 

##Incorporated by reference to the Company’s offering statement on Form 1-A POS filed with the SEC on March 25, 2022 

^Incorporated by reference to the Company’s offering statement on Form 1-A filed with the SEC on August 31, 2020 

^^Incorporated by reference to the Company’s offering statement on Form 1-A/A filed with the SEC on March 25, 2021 

^^^Incorporated by reference to the Company’s offering statement on Form 1-A POS filed with the SEC on May 6, 2021 

*Incorporated by reference to the Company’s offering statement on Form 1-A POS filed with the SEC on October 12, 2021 

**Incorporated by reference to the Company’s offering statement on Form 1-A POS filed with the SEC on February 11, 2022. 

***Incorporated by reference to the Company’s offering statement on Form 1-A POS filed with the SEC on July 22, 2021. 

+Incorporated by reference to the Company’s Current Report on Form 1-U filed with the SEC on April 19, 2022. 

++Incorporated by reference to the Company’s Current Report on Form 1-U filed with the SEC on March 24, 2022. 

+++Incorporated by reference to the Company’s offering statement on Form 1-A POS filed with the SEC on May 27, 2022. 

@Incorporated by reference to the Company’s offering statement on Form 1-A POS filed with the SEC on May October 7, 2022. 

@@Incorporated by reference to the Company’s offering statement on Form 1-A POS filed with the SEC on May November 25, 2022. 

Incorporated by reference to the Company’s offering statement on Form 1-A POS filed with the SEC on February 22, 2023. 

=Incorporated by reference to the Company’s offering statement on Form 1-A POS filed with the SEC on May 1, 2023. 


139



(=)Incorporated by reference to the Company’s offering statement on Form 1-A POS filed with the SEC on May 25, 2023. 

 

=/=Incorporated by reference to the Company’s offering statement on Form 1-A POS filed with the SEC on July 14, 2023. 

>Incorporated by reference to the Company’s offering statement on Form 1-A POS filed with the SEC on August 14, 2023. 

>>Incorporated by reference to the Company’s offering statement on Form 1-A POS filed with the SEC on August 18, 2023. 


140



SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A POS and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on August 23, 2023.

 

 

VV MARKETS, LLC

 

By:

VINVESTO, Inc., its managing member

 

 

 

 

By:

/s/ NICK KING

 

 

Nick King Chief Executive Officer

 

 

This offering statement has been signed by the following persons, in the capacities, and on the dates indicated.

 

SIGNATURE

 

TITLE

 

DATE

 

 

 

 

 

/s/ Nick King

 

Chief Executive Officer and Director of VinVesto, Inc.

 

September 27, 2023

Nick King

 

(principal executive officer and principal financial and accounting officer)

 

 

 

 

 

 

 

 

VinVesto, Inc.

 

 

Managing Member

 

 

September 27, 2023

 

 

 

 

 

 

By:

/s/ Nick King

 

 

Name: Nick King

 

 

Title:   Chief Executive Officer

 


141

EX1A-11 CONSENT 3 vvml_ex11z1.htm CONSENT OF INDIGOSPIRE

 

 

 

 

CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM

 

 

September 26, 2023

 

 

Board of Managers

VV MARKETS, LLC

 

 

 

We hereby consent to the inclusion in the Offering Circular filed under Regulation A tier 2 on Form 1-A of our reports dated April 4, 2022, with respect to the balance sheets of VV MARKETS LLC as of December 31, 2021 and the related statements of operations, members’ equity/deficit and cash flows for the fiscal year from January 1, 2021 through December 31, 2021 and the related notes to the financial statements.

 

image4.png /s/ IndigoSpire CPA Group

IndigoSpire CPA Group, LLC

Aurora, Colorado

 

September 26, 2023

 

 

 

 

 

 

 

 

 

 

 

EX1A-11 CONSENT 4 vvml_ex11z2.htm CONSENT OF BF BORGERS CPA PC Pony Group Inc. Consent.DOCX

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

 

 

We hereby consent to the incorporation in this Registration Statement on Form 1-A-A13 of our report dated April 26, 2023, relating to the consolidated financial statements of VV Markets, LLC for the year ended December 31, 2022 and to all references to our firm included in this Registration Statement.  

 

BFB signature.jpg.jpg 

 

Certified Public Accountants

Lakewood, CO

September 27, 2023


GRAPHIC 5 vvmlex11z1_1.jpg IMAGE begin 644 vvmlex11z1_1.jpg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end GRAPHIC 6 vvml1apos_1.jpg IMAGE begin 644 vvml1apos_1.jpg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vvmlex11z2_1.jpg IMAGE begin 644 vvmlex11z2_1.jpg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end