370 Markets, LLC d/b/a Rares Markets

8545 W. Warm Springs Road, Ste A4 #192

Las Vegas, NV 89113

702.860.9650

http://www.rares.io

Best Efforts Offering of

Series Holy Grail Membership Shares (“Series Holy Grail Shares”)

Series Silicon Valley Membership Shares (“Series Silicon Valley Shares”)

Series Hova Membership Shares (“Series Hova Shares”)

Series Legacy Membership Shares (“Series Legacy Shares”)

Series Speedboat Membership Shares (“Series Speedboat Shares”)

Series The Goats Membership Shares (“Series The Goats Shares”)

Series North Carolina Membership Shares (“Series North Carolina Shares”)

Series Jordan Colorway Membership Shares (“Series Jordan Colorway Shares”)

Series Deadstock Membership Shares (“Series Deadstock Shares”)

Series Born and Bred Membership Shares (“Series Born and Bred Shares”)

Series Windy City Membership Shares (“Series Windy City Shares”)

Series Air Force 1Membership Shares (“Series Air Force 1Shares”)

and Series Mamba Membership Shares (“Series Mamba Shares”)

2,500 Shares of Holy Grail at $16.00 per Share

Minimum Investment: 5 Shares of Holy Grail ($80.00)

Maximum Offering: $40,000.00

1,500 Shares of Silicon Valley at $12.00 per Share

Minimum Investment: 3 Shares of Silicon Valley ($36.00)

Maximum Offering: $18,000.00

2,000 Shares of Hova at $13.00 per Share

Minimum Investment: 3 Shares of Hova ($39.00)

Maximum Offering: $26,000.00

500 Shares of Legacy at $16.00 per Share

Minimum Investment: 2 Shares of Legacy ($32.00)

Maximum Offering: $8,000.00

2

1,500 Shares of Speedboat at $10.00 per Share

Minimum Investment: 3 Shares of Speedboat ($30.00)

Maximum Offering: $15,000.00

2,500 Shares of The Goats at $22.00 per Share

Minimum Investment: 5 Shares of The Goats ($110.00)

Maximum Offering: $55,000.00

1,500 Shares of North Carolina at $10.00 per Share

Minimum Investment: 5 Shares of North Carolina ($50.00)

Maximum Offering: $15,000.00

2,500 Shares of Jordan Colorway at $22.00 per Share

Minimum Investment: 3 Shares of Jordan Colorway ($66.00)

Maximum Offering: $55,000.00

1,500 Shares of Deadstock at $10.00 per Share

Minimum Investment: 3 Shares of Deadstock ($30.00)

Maximum Offering: $15,000.00

1,500 Shares of Born and BRED at $10.00 per Share

Minimum Investment: 3 Shares of Born and BRED ($30.00)

Maximum Offering: $15,000.00

2,000 Shares of Windy City at $13.00 per Share

Minimum Investment: 5 Shares of Windy City ($65.00)

Maximum Offering: $26,000.00

2,500 Shares of Air Force 1 at $14.00 per Share

Minimum Investment: 3 Shares of Air Force 1 ($42.00)

Maximum Offering: $35,000.00

2,000 Shares of Mamba at $11.00 per Share

Minimum Investment: 5 Shares of Mamba ($55.00)

Maximum Offering: $22,000.00

None of the Securities Offered Are Being Sold By Present Security Holders.

This Offering Will Commence Upon Qualification of this Offering by

the Securities and Exchange Commission and Will Terminate 365 days from

the date of qualification by the Securities And Exchange Commission,

Unless Extended For Up To Another 180 days By The Manager

or Terminated Earlier By The Manager.

The Shares Offered Herein Do Not Have Voting Rights. See Page 94 below for further details.

3

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained.

PLEASE REVIEW ALL RISK FACTORS ON PAGES PAGE 32 THROUGH PAGE 47 BEFORE MAKING AN INVESTMENT IN THIS COMPANY. AN INVESTMENT IN THIS COMPANY SHOULD ONLY BE MADE IF YOU ARE CAPABLE OF EVALUATING THE RISKS AND MERITS OF THIS INVESTMENT AND IF YOU HAVE SUFFICIENT RESOURCES TO BEAR THE ENTIRE LOSS OF YOUR INVESTMENT, SHOULD THAT OCCUR.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. 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 HEREUNDER ARE EXEMPT FROM REGISTRATION.

Because these securities are being offered on a “best efforts” basis, the following disclosures are hereby made:

For sales of Holy Grail Series through Dalmore Group LLC:

For sales of Silicon Valley Series through Dalmore Group LLC:

4

For sales of Hova Series through Dalmore Group LLC:

For sales of Legacy through Dalmore Group LLC:

For sales of Speedboat through Dalmore Group LLC:

For sales of The Goats through Dalmore Group LLC:

For sales of North Carolina through Dalmore Group LLC:

5

For sales of Jordan Colorway through Dalmore Group LLC:

For sales of Deadstock through Dalmore Group LLC:

For sales of Born and BRED through Dalmore Group LLC:

For sales of Windy City through Dalmore Group LLC:

For sales of Air Force 1 through Dalmore Group LLC:

6

For sales of Mamba through Dalmore Group LLC:

(1) Dalmore Group, LLC (“Dalmore Group”) will be acting as an executing broker and is entitled to a brokerage fee as reflected herein and described in greater detail herein. The Company shall pay a cash success fee to Dalmore Group equivalent to 1% of the gross proceeds raised in the Offering. Dalmore Group may engage the services of additional FINRA member broker-dealers as part of a selling group, and those additional broker-dealers may be paid additional fees to those disclosed herein. Should such additional broker-dealers be engaged, an amendment or supplement to this Offering Circular will be filed disclosing the additional fees. Dalmore Group is not an underwriter and will not be paid underwriting fees, but will be paid service fees. “Plan of Distribution and Subscription Procedure”  No underwriter has been engaged in connection with the Offering. We intend to distribute all Series of Shares principally through the Rares Platform as described in greater detail under “Plan of Distribution and Subscription Procedure.”

(2)  Does not reflect payment of expenses of this Offering, which are estimated to not exceed $45,000.00 and which include, among other things, legal fees, accounting costs, reproduction expenses, due diligence, marketing, consulting, broker-dealer out-of-pocket expenses, administrative services, technology provider fees, banking fees, other costs of blue sky compliance, and actual out-of-pocket expenses incurred by the Company selling the Shares, but which do not include service fees paid to Dalmore Group or any type of commissions to be paid to any broker-dealer. If the Company engages the services of additional broker-dealers in connection with the Offering, their commissions will be an additional expense of the Offering. See the “Plan of Distribution and Subscription Procedure” for details regarding the compensation payable in connection with this Offering. This amount represents the proceeds of the Offering to the Company, which will be used as set out in “Use of Proceeds.”

(3)  There are no finder’s fees or other fees being paid to third parties from the proceeds, other than those disclosed above. See "Plan of Distribution and Subscription Procedure."

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

7

370 Markets, LLC d/b/a Rares Markets (“we,” “us,” “our,” “Rares Markets” or the “Company”) is a newly organized Delaware series limited liability company and is offering (the “Offering”) Shares in several Series in the Company (the “Series Shares”, the “Series” or the “Shares”) on a best efforts basis. Sale of the Shares in each Series will begin upon qualification of this Offering Circular to a maximum of 2,000 qualified purchasers (no more than 500 of which may be non-accredited investors) (a purchaser of the Shares shall be deemed an “Investor” or “Shareholder”) in each Series, provided that 370 Legacy, Inc., the Manager, may waive such limitations.

We are offering:

(1)Up to a maximum of 2,500 Series Holy Grail Shares (“Series Holy Grail Shares”), at a purchase price of $16.00 per Series Holy Grail Share, for a maximum aggregate amount of $40,000.00, on a “best efforts” basis with no offering minimum other than the minimum per investor amount, and 

(2)Up to a maximum of 1,500 Series Silicon Valley Shares (“Series Silicon Valley Shares”), at a purchase price of $12.00 per Series Silicon Valley Share, for a maximum aggregate amount of $18,000.00, on a “best efforts” basis with no offering minimum other than the minimum per investor amount, and 

(3)Up to a maximum of 2,000 Series Hova Shares (“Series Hova Shares”), at a purchase price of $13.00 per Series Hova Share, for a maximum aggregate amount of $26,000.00, on a “best efforts” basis with no offering minimum other than the minimum per investor amount, and 

(4)Up to a maximum of 500 Series Legacy Shares (“Series Legacy Shares”), at a purchase price of $16.00 per Series Legacy Share, for a maximum aggregate amount of $8,000.00, on a “best efforts” basis with no offering minimum other than the minimum per investor amount, and 

(5)Up to a maximum of 1,500 Series Speedboat Shares (“Series Speedboat Shares”), at a purchase price of $10.00 per Series Speedboat Share, for a maximum aggregate amount of $15,000.00, on a “best efforts” basis with no offering minimum other than the minimum per investor amount, and 

(6)Up to a maximum of 2,500 Series The Goats Shares (“Series The Goats Shares”), at a purchase price of $22.00 per Series The Goats Share, for a maximum aggregate amount of $55,000.00, on a “best efforts” basis with no offering minimum other than the minimum per investor amount, and 

(7)Up to a maximum of 1,500 Series North Carolina Shares (“Series North Carolina Shares”), at a purchase price of $10.00 per Series North Carolina Share, for a maximum aggregate amount of $15,000.00, on a “best efforts” basis with no offering minimum other than the minimum per investor amount, and 

(8)Up to a maximum of 2,500 Series Jordan Colorway Shares (“Series Jordan Colorway Shares”), at a purchase price of $22.00 per Series Jordan Colorway Share, for a maximum  

8

aggregate amount of $55,000.00, on a “best efforts” basis with no offering minimum other than the minimum per investor amount, and

(9)Up to a maximum of 1,500 Series Deadstock Shares (“Series Deadstock Shares”), at a purchase price of $10.00 per Series Deadstock Share, for a maximum aggregate amount of $15,000.00, on a “best efforts” basis with no offering minimum other than the minimum per investor amount, and 

(10)Up to a maximum of 1,500 Series Born and BRED Shares (“Series Born and BRED Shares”), at a purchase price of $10.00 per Series Born and BRED Share, for a maximum aggregate amount of $15,000.00, on a “best efforts” basis with no offering minimum other than the minimum per investor amount, and 

(11)Up to a maximum of 2,000 Series Windy City Shares (“Series Windy City Shares”), at a purchase price of $13.00 per Series Windy City Share, for a maximum aggregate amount of $26,000.00, on a “best efforts” basis with no offering minimum other than the minimum per investor amount, and 

(12)Up to a maximum of 2,500 Series Air Force 1 Shares (“Series Air Force 1 Shares”), at a purchase price of $14.00 per Series Air Force 1 Share, for a maximum aggregate amount of $35,000.00, on a “best efforts” basis with no offering minimum other than the minimum per investor amount, and 

(13)Up to a maximum of 2,000 Series Mamba Shares (“Series Mamba Shares”), at a purchase price of $11.00 per Series Mamba Share, for a maximum aggregate amount of $22,000.00, on a “best efforts” basis with no offering minimum other than the minimum per investor amount, and 

The initial closing (“Closing”) of the offering for each Series will occur on the earliest to occur of (i) the date subscriptions for the maximum aggregate number of Shares of each Series have been accepted or (ii) a date determined by the Manager (defined below) in its sole discretion. If Closing has not occurred, the Offering for each Series shall be terminated upon (i) the date which is 365 days from the date this Offering Circular is qualified by the U.S. Securities and Exchange Commission (the “Commission”) which period may be extended by an additional 180 days by the Manager in its sole discretion, or (ii) any date on which the Manager elects to terminate the offering in its sole discretion. No securities are being offered by existing security-holders. This Offering is being conducted under Regulation A (17 CFR 230.251 et. seq.) and the information contained herein is being presented in Offering Circular format. The Company is not offering, and does not anticipate selling any Series Shares in any state where Dalmore Group is not registered as a broker-dealer. The subscription funds advanced by prospective Investors as part of the subscription process will be held in a non-interest bearing account and will not be commingled with the operating account of the Series, until, if and when there is a Closing with respect to that Investor. See “Plan of Distribution and Subscription Procedure” and “Description of Shares Offered” for additional information.

9

The Company’s website and marketing materials are not incorporated into this Offering Circular. The photographs, drawings and graphics on the website and in any marketing materials are for illustrative purposes only.

THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS CONCERNING THE COMPANY OTHER THAN THOSE CONTAINED IN THIS OFFERING CIRCULAR, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON.

_____________________________________

PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS OFFERING CIRCULAR, OR OF ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, AS INVESTMENT, LEGAL, FINANCIAL OR TAX ADVICE.

_____________________________________

BEFORE INVESTING IN THIS OFFERING, PLEASE REVIEW ALL DOCUMENTS CAREFULLY, ASK ANY QUESTIONS OF THE COMPANY’S MANAGEMENT THAT YOU WOULD LIKE ANSWERED AND CONSULT YOUR OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL ADVISORS AS TO LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THIS INVESTMENT.

_____________________________________

THERE IS NO PUBLIC MARKET FOR THE SHARES OR ANY OTHER SECURITIES OF THIS COMPANY, NOR WILL ANY SUCH MARKET DEVELOP AS A RESULT OF THIS OFFERING. A LEGALLY COMPLIANT TRADING MARKET FOR THE SHARES MAY NEVER BE DEVELOPED. TRADING OF CLASS B SHARES WILL NOT BE PERMITTED UNLESS AND SHAREHOLDERS ARE NOTIFIED OTHERWISE BY THE COMPANY, WHICH MAY REQUIRE SHAREHOLDERS TO HOLD THEIR SHARES INDEFINITELY.  AN INVESTMENT IN THIS OFFERING IS HIGHLY SPECULATIVE, AND YOU SHOULD ONLY INVEST IF YOU ARE PREPARED TO LOSE YOUR ENTIRE INVESTMENT.

_____________________________________

THE SHARES ARE OFFERED BY THE COMPANY SUBJECT TO THE COMPANY’S RIGHT TO REJECT ANY TENDERED SUBSCRIPTION, IN WHOLE OR IN PART, IN ITS ABSOLUTE DISCRETION, AT ANY TIME PRIOR TO THE ISSUANCE OF THE SHARES. THE COMPANY MAY REJECT ANY OFFER IN WHOLE OR IN PART AND NEED NOT ACCEPT OFFERS IN THE ORDER RECEIVED.

_____________________________________

INVESTORS WILL BE REQUIRED TO REPRESENT THAT THEY ARE ABLE TO BEAR THE ECONOMIC RISK OF THEIR INVESTMENT AND THAT THEY (OR

10

THEIR PURCHASER REPRESENTATIVES) ARE FAMILIAR WITH AND UNDERSTAND THE TERMS AND RISKS OF THIS OFFERING. THE CONTENTS OF THIS OFFERING CIRCULAR ARE NOT TO BE CONSTRUED AS LEGAL OR TAX ADVICE. EACH INVESTOR SHOULD CONSULT HIS OR HER OWN ATTORNEY, ACCOUNTANT OR BUSINESS ADVISOR AS TO LEGAL, TAX AND RELATED MATTERS CONCERNING THIS INVESTMENT. ALL FINAL DECISIONS IN RESPECT TO SALES OF SECURITIES WILL BE MADE BY THE COMPANY, WHICH RESERVES THE RIGHT TO REVOKE THE OFFER AND TO REFUSE TO SELL TO ANY PROSPECTIVE INVESTOR.

_____________________________________

NO OFFERING LITERATURE OR ADVERTISING IN ANY FORM SHOULD BE RELIED ON IN CONNECTION WITH THE OFFERING EXCEPT FOR THIS OFFERING CIRCULAR, ANY EXHIBITS ATTACHED AND THE STATEMENTS CONTAINED IN BOTH. NO PERSONS, EXCEPT THE COMPANY OR ITS AGENTS AND SUCH REGISTERED BROKER-DEALERS AS THE COMPANY MAY ELECT TO UTILIZE, HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS OFFERING CIRCULAR AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS OFFERING CIRCULAR NOR ANY SALE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE THE IMPLICATION THERE HAS BEEN NO CHANGE IN THE INFORMATION CONTAINED HEREIN SUBSEQUENT TO THE DATE HEREOF.

_____________________________________

THE INVESTMENT DESCRIBED IN THIS OFFERING CIRCULAR INVOLVES RISK AND IS OFFERED ONLY TO INDIVIDUALS WHO CAN AFFORD TO ASSUME SUCH RISKS FOR AN INDEFINITE PERIOD OF TIME AND WHO AGREE TO PURCHASE THE SECURITIES THAT ARE BEING OFFERED HEREUNDER ONLY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARDS A TRANSFER, RESALE, EXCHANGE OR FURTHER DISTRIBUTION OF SUCH. FEDERAL LAW AND STATE SECURITIES LAWS LIMIT THE RESALE OF SUCH SECURITIES AND IT IS THEREFORE URGED THAT EACH POTENTIAL INVESTOR SEEK COUNSEL CONCERNING SUCH LIMITATIONS.

_____________________________________

THE COMPANY AS DESCRIBED IN THIS OFFERING CIRCULAR HAS ARBITRARILY DETERMINED THE PRICE OF SECURITIES, AND EACH PROSPECTIVE INVESTOR SHOULD MAKE AN INDEPENDENT EVALUATION OF THE FAIRNESS OF SUCH PRICE UNDER ALL THE CIRCUMSTANCES AS DESCRIBED IN THIS OFFERING CIRCULAR.

_____________________________________

THIS OFFERING CIRCULAR DOES NOT KNOWINGLY CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT A MATERIAL FACT, AND ANY

11

SUCH MISSTATEMENT OR OMISSION IS DONE WITHOUT THE KNOWLEDGE OF THE PREPARERS OF THIS DOCUMENT OR THE COMPANY. AS SUCH, THE COMPANY BELIEVES THAT THIS OFFERING CIRCULAR CONTAINS A FAIR SUMMARY OF THE TERMS OF ALL MATTERS, DOCUMENTS AND CIRCUMSTANCES MATERIAL TO THIS OFFERING.

_____________________________________

PROSPECTIVE INVESTORS WHO HAVE QUESTIONS CONCERNING THE TERMS AND CONDITIONS OF THE OFFERING OR WHO DESIRE ADDITIONAL INFORMATION OR DOCUMENTATION TO VERIFY THE INFORMATION CONTAINED IN THIS OFFERING CIRCULAR SHOULD CONTACT THE MANAGER OF THE COMPANY. ANY PROJECTIONS CONTAINED HEREIN OR OTHERWISE PROVIDED TO A POTENTIAL INVESTOR MUST BE VIEWED ONLY AS ESTIMATES. ALTHOUGH ANY PROJECTIONS ARE BASED UPON ASSUMPTIONS, WHICH THE COMPANY BELIEVES TO BE REASONABLE, THE ACTUAL PERFORMANCE OF THE COMPANY WILL DEPEND UPON FACTORS BEYOND THE CONTROL OF THE COMPANY. NO ASSURANCE CAN BE GIVEN THAT THE COMPANY’S ACTUAL PERFORMANCE WILL MATCH THE PROJECTIONS.

_____________________________________.

BEFORE INVESTING IN THIS OFFERING, PLEASE REVIEW ALL DOCUMENTS CAREFULLY, ASK ANY QUESTIONS OF THE COMPANY’S MANAGEMENT THAT YOU WOULD LIKE ANSWERED AND EACH PROSPECTIVE INVESTOR SHOULD CONSULT WITH HIS OR HER OWN PROFESSIONAL TAX, LEGAL AND INVESTMENT ADVISORS TO ASCERTAIN THE MERITS AND RISKS OF INVESTING IN THE SHARES DESCRIBED IN THIS OFFERING CIRCULAR PRIOR TO SUBSCRIBING TO SECURITIES OF THE COMPANY.

_____________________________________.

NASAA UNIFORM LEGEND

FOR RESIDENTS OF ALL STATES: THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN A PARTICULAR STATE. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE HEREBY ADVISED TO CONTACT THE COMPANY. THE SECURITIES DESCRIBED IN THIS OFFERING CIRCULAR HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS (COMMONLY CALLED "BLUE SKY" LAWS).

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE

12

ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

_____________________________________

STATE LAW EXEMPTION AND PURCHASE RESTRICTIONS

Our Shares are being offered and sold only to “qualified purchasers” (as defined in Regulation A under the Securities Act). As a Tier 2 offering pursuant to Regulation A under the Securities Act, this offering will be exempt from state law “Blue Sky” review, subject to meeting certain state filing requirements and complying with certain anti-fraud provisions, to the extent that our Shares offered hereby are offered and sold only to “qualified purchasers” or at a time when our Shares are listed on a national securities exchange. “Qualified purchasers” include: (i) “accredited investors” under Rule 501(a) of Regulation D and (ii) all other investors so long as their investment in our Shares 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). Accordingly, 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 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.

NOTICE TO FOREIGN INVESTORS

IF THE PURCHASER LIVES OUTSIDE THE UNITED STATES, IT IS THE PURCHASER'S RESPONSIBILITY TO FULLY OBSERVE THE LAWS OF ANY RELEVANT TERRITORY OR JURISDICTION OUTSIDE THE UNITED STATES IN CONNECTION WITH ANY PURCHASE OF THE SECURITIES, INCLUDING OBTAINING REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER REQUIRED LEGAL OR OTHER FORMALITIES. THE COMPANY RESERVES THE RIGHT TO DENY THE PURCHASE OF THE SECURITIES BY ANY FOREIGN PURCHASER.

_____________________________________

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

13

This Form 1-A, Offering Circular and any documents incorporated by reference herein or therein contain 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 Rares Platform (defined below); and various other matters (including contingent liabilities and obligations and changes in accounting policies, standards and interpretations). These forward-looking statements express the Company's and the Manager’s expectations, hopes, beliefs, and intentions regarding the future. The forward-looking statements appear in a number of places in this Offering Circular and any documents incorporated by reference and include statements regarding the intent, belief or current expectations of the Company and the Manager with respect to, among others things: (i) the development of the Company and its products; (ii) the targeting of markets; (iii) trends affecting the Company’s financial condition or results of operation; (iv) the Company’s business plan and growth strategies; (v) the industries in which the Company participates; and (vi) the ability of the Company to generate sufficient cash from operations to meet its operating needs and pay off its existing indebtedness, all of which are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or current conditions included in this Offering Circular, and any documents incorporated by reference are forward-looking statements. Forward-looking statements give the Company's current reasonable expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “may,” “could,” “will,” “should,” “can have,” “likely,” “assume,” “expect,” “anticipate,” “plan,” “intend,” “believe,” “predict,” “project,” “estimate,” “forecast,” “outlook,” “potential,” or “continue,” or the negative of these terms, and other comparable terminology and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected, expressed or implied, in the forward-looking statements as a result of various factors. They involve risks, uncertainties (many of which are beyond the Company's control) and assumptions. are based on reasonable assumptions, you should be aware that many factors could affect its actual operating and financial performance and cause its performance to differ materially from the performance anticipated in the forward-looking statements. Should one or more of these risks or uncertainties materialize or should any of these assumptions prove incorrect or change, the Company's actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements.

The Company discloses important factors that could cause its actual results to differ materially from its expectations under the caption “Risk Factors” below. These cautionary statements qualify all forward-looking statements attributable to the Company or persons acting on its behalf. The Company has based its forward-looking statements on its current expectations about future events. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee

14

future results, levels of activity, performance or achievements. Although the Company believes its forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect its actual operating and financial performance and cause its performance to differ materially from the performance anticipated in the forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect or change, the Company's actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements

Any forward-looking statement made by the Company in this Offering Circular or any documents incorporated by reference herein speak only as of the date of this Offering Circular or any documents incorporated by reference herein. Factors or events that could cause the Company’s actual operating and financial performance to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company disclaims any obligation, and undertakes no obligation, to update or alter any forward-looking statement, whether as a result of new information, future events/developments or otherwise or to conform these statements to actual results. whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements. The Company urges you to carefully consider these matters, and the risk factors described in this Offering Circular, prior to making an investment in its Shares.

_____________________________________

About This Form 1-A and Offering Circular

In making an investment decision, you should rely only on the information contained in this Form 1-A and Offering Circular. The Company has not authorized anyone to provide you with information different from that contained in this Form 1-A and Offering Circular. We are offering to sell, and seeking offers to buy, the Shares only in jurisdictions where offers and sales are permitted. You should assume that the information contained in this Form 1-A and Offering Circular is accurate only as of the date of this Form 1-A and Offering Circular, regardless of the time of delivery of this Form 1-A and Offering Circular. Our business, financial condition, results of operations, and prospects may have changed since that date. Statements contained herein as to the content of any agreements or other documents are summaries and, therefore, are necessarily selective and incomplete and are qualified in their entirety by the actual agreements or other documents. The Company will provide the opportunity to ask questions of and receive answers from the Company's management concerning terms and conditions of the Offering, the Company or any other relevant matters and any additional reasonable information to any prospective investor prior to the consummation of the sale of the Shares. This Form 1-A and Offering Circular do not purport to contain all of the information that may be required to evaluate the Offering and any recipient hereof should conduct its own independent analysis. The statements of the Company contained herein are based on information believed to be reliable. No warranty can be made that circumstances have not changed since the date of this Form 1-A and Offering Circular. The Company does not expect to update or otherwise revise this Form 1-A, Offering Circular or other materials supplied herewith except as required by law in which case the Company  will file post-qualification amendments or offering circular supplements

15

as facts and circumstances warrant. The delivery of this Form 1-A and Offering Circular at any time does not imply that the information contained herein is correct as of any time subsequent to the date of this Form 1-A and Offering Circular. This Form 1-A and Offering Circular are submitted in connection with the Offering described herein and may not be reproduced or used for any other purpose.

MARKET AND OTHER INDUSTRY DATA

This offering circular includes market and other industry data and estimates that are based on our management’s knowledge and experience in the markets in which we operate. The sources of such data generally state that the information they provide has been obtained from sources they believe to be reliable, but we have not investigated or verified the accuracy and completeness of such information. Our own estimates are based on information obtained from our and our affiliates experience in the markets in which we operate and from other contacts in these markets. We are responsible for all of the disclosure in this offering circular, and we believe our estimates to be accurate as of the date of this offering circular or such other date stated in this offering circular. However, this information may prove to be inaccurate because of the method by which we obtained some of the data for the estimates or because this information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. As a result, you should be aware that market and other industry data included in this offering circular, and estimates and beliefs based on that data, may not be reliable.

______________________________________________________________________________

16

TABLE OF CONTENTS

17

______________________________________________________________________________

OFFERING SUMMARY AND SUMMARY OF RISK FACTORS

______________________________________________________________________________

The following summary is qualified in its entirety by the more detailed information appearing elsewhere in this Offering Circular and/or incorporated by reference in this Offering Circular. For full offering details, please (1) thoroughly review this Form 1-A filed with the Securities and Exchange Commission (2) thoroughly review this Offering Circular and (3) thoroughly review any attached documents to or documents referenced in, this Form 1-A and Offering Circular. Except where the context suggests otherwise, the terms “Rares Markets,” “Company,” “we,” “us” and “our” refer  to 370 Markets LLC d/b/a Rares Markets, a Delaware series limited liability company, together with its consolidated Series; references in this offering circular to the “Manager” refer to 370 Legacy Inc., a Delaware corporation and Manager of the Company, and each of its Series and their subsidiaries. All references in this offering circular to “$” or “dollars” are to United States dollars. You are encouraged to seek the advice of your attorney, tax consultant, investment advisor and business advisor with respect to the legal, tax, and business aspects of an investment in the Shares.

18

19

20

21

22

23

24

25

26

27

28

29

30

Summary of Risk Factors

An investment in our Shares involves various risks. You should consider carefully the risks discussed below and under “Risk Factors” before purchasing our Shares. If any of the following risks occur, the business, financial condition or results of operations of each of our Series could be materially and adversely affected. In that case, the value of your Shares could decline, and you may lose some or all of your investment.

We have no operating history, and there is no guarantee that we will be successful in the operation of the Company. 

We are employing a novel business model, which may make an investment in our Shares difficult to evaluate as it is unique to our industry. 

We and the Manager may not be able to successfully generate sufficient operating cash flows to make or sustain distributions to our Shareholders. 

We depend on the Manager for the success of each Series and upon access to our investment professionals and contractors. We may not find a suitable replacement for the Manager if removed, or if key personnel leave our employment or otherwise become unavailable to us. 

Potential conflicts of interest may arise among the Manager and its affiliates, on the one hand, and our Company and our Investors, on the other hand. 

Our Investors do not elect or vote on our board of directors or the Manager of our Company and have limited ability to influence decisions regarding the businesses of the Series. 

Shareholders will have limited voting rights and will be bound by a majority vote. 

We have not established a minimum distribution payment level for any Series and a Series may be unable to generate sufficient cash flows from its operations to make distributions to Shareholders at any time in the future. 

31

Failure of each Series to be classified as a separate entity for U.S. federal income tax purposes could adversely affect the timing, amount and character of distributions to a holder of Shares. 

RISK FACTORS

The Shares offered hereby are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose their entire investment. There can be no assurance that the Company’s investment objectives will be achieved or that a secondary market would ever develop for the Shares, whether via the Rares 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 the Shares. In addition to other information contained elsewhere in this Offering Circular, you should carefully consider the following risks before acquiring our Shares offered by this Offering Circular. The occurrence of any of the following risks could materially and adversely affect the business, prospects, financial condition or results of operations of our Company, the ability of our Company to make cash distributions to the holders of Shares and the market price of our Shares, which could cause you to lose all or some of your investment in our Shares. Some statements in this offering circular, including statements in the following risk factors, constitute forward-looking statements. See “Forward-Looking Statements.” Prospective Investors should obtain their own legal and tax advice prior to making an investment in the Shares and should be aware that an investment in the Shares 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 the Shares.

Risks relating to the structure, operation and performance of the Company

Both The Company And The Manager Are Newly Formed Entities With No Prior Operating History, Which Makes Our Future Performance Difficult To Predict.

Both the Company and the Manager are newly formed entities and have no prior operating history. You should consider an investment in our Shares in light of the risks, uncertainties and difficulties frequently encountered by other newly formed companies with similar objectives. To be successful in this market, we and the Manager must, among other things:

identify and acquire Underlying Assets consistent with our investment strategies; 

increase awareness of our name within the investment products market; 

attract, integrate, motivate and retain qualified personnel to manage our day-to-day operations; and 

build and expand our operations structure to support our business. 

We have minimal operating capital and for the foreseeable future will be dependent upon our ability to finance our operations from the sale of equity or other financing alternatives. The failure to successfully raise operating capital, could result in our bankruptcy or other event which would have a material adverse effect on us and our Investors. There can be no assurance that we will achieve our investment objectives.

32

An Investment In The Offering Constitutes Only An Investment In An Individual Series And Not In The Company Or The Underlying Asset.

A purchase of Shares in any of the Series does not constitute an investment in either the Company or the Underlying Asset directly. This results in limited voting rights of the Investor, which are solely related to the Series and only those limited voting rights reserved to all shareholders under Delaware law. 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 Shares in the particular Series in which they invested. The Manager thus retains significant control over the management of the Company and the Underlying Asset. Furthermore, because the Shares in each Series do not constitute an investment in the Company as a whole, holders of the Shares in each Series will not receive any economic benefit from, or be subject to the liabilities of, the assets of any other Series of Shares. In addition, the economic interest of a Shareholder in each Series will not be identical to owning a direct undivided interest in the Underlying Asset because, among other things, the Series will be required to pay corporate taxes before distributions are made to the holders, and the Manager will receive a fee in respect of its management of the Underlying Asset.

Some Of Our Company’s Series Will Hold An Interest In A Single Underlying Asset, A Non-Diversified Investment

We intend for some of our Series to have a single Underlying Asset. Each Series’ return on its investment will depend on the revenues generated by such Underlying Asset and the appreciation of the value of the Underlying Asset over time. These, in turn, are determined by such factors as  national and local economic cycles and conditions, financial markets and the economy, competition from similar businesses and similar Underlying Asset as well as government regulation (such as tax code charges). The value of an Underlying Asset may decline substantially after a Series purchases its interest in it.

There Is Currently No Public Trading Market For Our Securities.

There is currently no public trading market for our Shares, and an active market may not develop or be sustained. If an active public trading market for our securities does not develop or is not sustained, it may be difficult  or impossible for you to resell your Shares at any price. Even if a public market does develop, the market price could decline below the amount you paid for your Shares.

There May Be State Law Restrictions On An Investor’s Ability To Sell The Shares.

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 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 our securities will be registered, or exempt, under the laws of any states. A determination regarding registration will be made by

33

the broker-dealers, if any, who agree to serve as the market-makers for our Shares. There may be significant state blue sky law restrictions on the ability of Investors to sell, and on purchasers to buy, our Shares. Investors should consider the resale market for our securities to be limited. Investors may be unable to resell their securities, or they may be unable to resell them without the significant expense of state registration or qualification.

We Have No Historical Financial Operations And Only Recently Commenced Operations.

The Company and the Series of Shares were recently formed and have not generated any revenues and have no operating history upon which prospective Investors may evaluate their performance. No guarantee can be given that the Company and any Series of Shares will achieve their investment objectives, the value of any Underlying Asset will increase or any Underlying Asset will be successfully monetized.

Limited Investor Appetite

Due to the start-up nature of the Company, there can be no guarantee that the Company will reach its funding target from potential Investors with respect to any of the Series of Shares or future proposed Series of Shares. In the event the Company does not reach a funding target, it may not be able to achieve its investment objectives by acquiring additional Underlying Assets through the issuance of further series of Shares and monetizing them together with other Series to generate distributions for Investors. In addition, if the Company is unable to raise funding for additional series of Shares, this may impact any investors already holding Shares as they will not see the benefits which arise from economies of scale following the acquisition by other series of Shares of additional Underlying Assets and other monetization opportunities.

There Are Few, If Any, Businesses That Have Pursued A Similar Strategy Or Investment Objective

The Company does not believe that any other company crowdfunds collectible shoes and proposes to run a platform for crowdfunding of Shares in collectible shoes. The Company and the Shares may not gain market acceptance from potential Investors, potential Underlying Asset Sellers or service providers within the collectible shoe industry, including insurance companies, storage facilities or maintenance partners. This could result in an inability of the Manager to operate the business profitably. This could impact the issuance of further series of Shares and additional Underlying Assets being acquired by the Company. This would further inhibit market acceptance of the Company and if the Company does not acquire any additional Underlying Assets, Investors would not receive any benefits which arise from economies of scale.

Offering Amount May Exceed The Value Of An Underlying Asset.

The size of some Offerings will exceed the purchase price of the Underlying Asset as at the date of such Offering (as the proceeds of the Offering in excess of the purchase price of the Underlying Asset will be used to pay fees, costs and expenses incurred in making this Offering and acquiring the Underlying Asset). If the Underlying Asset had to be sold and there has not been substantial appreciation of the Underlying Asset prior to such sale, there may not be sufficient proceeds from

34

the sale of the Underlying Asset to repay Investors the amount of their initial investment (after first paying off any liabilities on the Underlying Asset at the time of the sale or any additional profits in excess of this amount.

Excess Operating Expenses

Operating Expenses incurred post-Closing shall be the responsibility of the Series. However, if the Operating Expenses exceed the amount of revenues generated from 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 each Series and/or (c) cause additional Shares to be issued in order to cover such additional amounts.

If there is a reimbursement obligation, this reimbursable amount between related parties could reduce the amount of any future distributions payable to Investors. If additional Shares are issued in that Series, this would dilute the current value of the Shares held by existing Investors in said Series and the amount of any future distributions payable to such existing Investors.

Reliance On The Manager And Its Personnel.

The successful operation of the Company (and therefore, the success of the Shares in each Series) is in part dependent on the ability of the Manager to source, acquire and manage the Underlying Assets. As Rares Markets has only been in existence since 2020 and is an early-stage startup company, it has no significant operating history which evidences its ability to source, acquire, manage and utilize the Underlying Assets.

The success of the Company (and therefore, the success of the Shares in 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. 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 Shareholders.

Furthermore, the success of the Company and the value of the Shares in each Series is dependent on there being critical mass from the market for the Shares and also the Company being able to acquire a number of Underlying Assets in multiple Series of Shares so that the Investors can benefit from economies of scale which arise from holding more than one Underlying Asset. In the event that the Company is 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 the success of the Company and its objectives of acquiring additional Underlying Assets through the issuance of further Series of Shares and monetizing to generate distributions for Investors.

Liability Of Investors Between Series Of Shares.

35

The Company is structured as a Delaware series limited liability company that issues different Series of Shares for each Underlying Asset. Each Series of Shares will merely be a separate series and not a separate legal entity. Under the Delaware Limited Liability Company Act (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 Shares is segregated from the liability of investors holding another Series of Shares and the assets of one Series of Shares are not available to satisfy the liabilities of other Series of Shares. 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 the Company’s 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 Shares as them. Furthermore, while we intend to maintain separate and distinct records for each Series of Shares and account for them separately and otherwise meet the requirements of the Delaware LLC Act, it is possible a court could conclude that the methods used did not satisfy Section 18-215(b) of the Delaware LLC Act and thus potentially expose the assets of one Series of Shares to the liabilities of another Series of Shares. The consequence of this is that Investors may have to bear higher than anticipated expenses which would adversely affect the value of their Shares 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 Shares should be applied to meet the liabilities of the other Series of Shares or the liabilities of the Company generally where the assets of such other Series of Shares 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 Shares, they will be borne proportionately across all of the Series of Shares. Although the Manager will allocate fees, costs and expenses acting reasonably and in accordance with its allocation policy (see “Description of the Business – Allocations of Expenses” section), there may be situations where it is difficult to allocate fees, costs and expenses to a specific Series of Shares and therefore, there is a risk that a Series of Shares may bear a proportion of the fees, costs and expenses for a service or product for which another Series of Shares received a disproportionately high benefit.

Potential Breach Of The Security Measures Of The Rares Platform

The highly automated nature of the Rares Platform through which potential investors acquire or transfer Shares may make it an attractive target and potentially vulnerable to cyber-attacks, computer viruses, physical or electronic break-ins or similar disruptions. The Rares Platform processes certain confidential information about investors and others as well as 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 Rares Platform, the Company, the Manager or the Company’s service providers (including Dalmore Group) could be breached. Any accidental or willful security breaches or other unauthorized access to the Rares 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 the Company to liability related to the loss of the information, time-consuming and

36

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 Rares Platform software are exposed and exploited, the relationships between the Company, investors, users and others 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 Shares or the potential for distributions to be made on the Shares.

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, the Company, the third party hosting used by the Rares 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, service providers within the industry, including insurance companies, and others to lose confidence in the effectiveness of the secure nature of the Rares Platform. Any security breach, whether actual or perceived, would harm the reputation of the Company and the Rares Platform and the Company could lose investors. This would impair the ability of the Company to achieve its objectives of acquiring additional Underlying Assets through the issuance of further Series of Shares and monetizing them.

Use Of Broker To Facilitate Liquidity

The Manager may arrange for some of the Shares it holds in a specific Series of Shares to be sold by a broker pursuant to a “10b5-1 trading plan.” There is a risk that this may result in too many Shares being available for resale and the price of the relevant Series of Shares decreasing as supply outweighs demand.

Risks Relating To The Offering

Regulation A Shares

We are offering our Shares pursuant to recent amendments to Regulation A promulgated pursuant to the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to Tier 2 issuers will make our Shares less attractive to investors as compared to a traditional initial public offering.

As a Tier 2 issuer, we will be subject to scaled disclosure and reporting requirements which may make an investment in our Shares less attractive to investors who are accustomed to enhanced disclosure and more frequent financial reporting. In addition, given the relative lack of regulatory precedence regarding the recent amendments to Regulation A, there is a significant amount of regulatory uncertainty in regards to how the Securities and Exchange Commission or the individual state securities regulators will regulate both the offer and sale of our securities, as well as any ongoing compliance that we may be subject to. If our scaled disclosure and reporting requirements,

37

or regulatory uncertainty regarding Regulation A, reduces the attractiveness of the Shares, we may be unable to raise the funds necessary to fund future offerings, which could impair our ability to develop a diversified portfolio of Underlying Assets and create economies of scale, which may adversely affect the value of the Shares or the ability to make distributions to Investors.

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, 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.

Impact Of Non-Compliance With Regulations.

Each of our Series of Shares is being facilitated by Dalmore Group, which is a registered broker-dealer under the Securities Exchange Act of 1934 (the “Exchange Act”) registered in each state where the Offering and sale of each Series of Shares will occur. If a regulatory authority determines that the Manager, who is not a registered broker-dealer under the Exchange Act or any state securities laws, has itself engaged in brokerage activities, the Manager may need to stop operating and therefore, the Company will not have an entity managing the Underlying Asset. In addition, if the Manager is required to register as a ‘broker-dealer’, there is a risk that one or more Series of Shares offered and sold while the Manager was not registered may be subject to a right of rescission, which may result in the early termination of the Series of Shares.

Furthermore, the Company is not registered and will not be registered as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Manager is not and will not be registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”), and each of the Series of Shares does not have the benefit of the protections of the Investment Company Act or the Investment Advisers Act. The Company 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 the Company’s assets will comprise of less than 40% investment securities under the Investment Company Act and the 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 the Company 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 each of the Series of Shares and the Manager may be forced to liquidate and wind up some or all of the Series of Shares or rescind the Offering of some or all of the Series of Shares.

Possible Changes in Federal Tax Laws.

38

The Internal Revenue Code (the “Code”) is subject to change by Congress, and interpretations of the Code may be modified or affected by judicial decisions, by the Treasury Department through changes in regulations and by the Internal Revenue Service through its audit policy, announcements, and published and private rulings. Although significant changes to the tax laws historically have been given prospective application, no assurance can be given that any changes made in the tax law affecting an investment in any Series of Shares of 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.

A Provision In The Company’s Operating Agreement and the Subscription Agreement May Have The Effect Of Limiting An Investor’s Ability To Bring Legal Action Against The Company And Could Limit An Investor’s Ability To Obtain A Favorable Judicial Forum For Disputes.

The Subscription Agreement for these Series Offerings, and the Company’s Operating Agreement include provisions that requires claims against the Company to be within the exclusive jurisdiction of the Court of Chancery of the State of Delaware, other than claims brought to enforce any duty or liability created by the Securities Act of 1933 or the Securities Exchange Act of 1934, or the rules and regulations thereunder. These provisions may have the effect of limiting the ability of investors to bring a legal claim against the Company due to geographic limitations. There is also the possibility that the exclusive forum provision may discourage shareholder lawsuits, or limit shareholders’ ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company and its officers and managers. Alternatively, if a court were to find this exclusive forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, the Company may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect the Company’s business and financial condition.

Risks Specific To The Sneaker Industry

Potential Risks Related To The Sneaker Industry.

There are many significant risks related to the sneaker industry that could negatively affect your investment and the financial condition of the Company. While the secondary marketplace for sneakers presently exists and is robust, original manufacturers of sneakers could impose or attempt to impose limitations in the future on such a secondary market which would significantly impact the Company, In addition, the market for selling sneakers as collectible items or otherwise has no standardized valuation method, so the price of such sneakers is presently subject to market forces supply and demand and other factors outside of the control of the company. Fluctuations in such pricing and valuations could significantly affect the Company's business and your investment. Furthermore, demand for such sneakers is extremely volatile, and decreased demand for any reason could significantly affect the Company's business and your investment. Finally, counterfeit sneakers purporting to be collectible sneakers are very difficult to differentiate from authentic sneakers, and while the Company takes commercially reasonable steps to avoid counterfeits and

39

to authenticate each Underlying Asset, there is no guarantee that certain Underlying Assets may turn out to be counterfeit, which would have a significant negative effect on the Company and your investment.

Difficulties In Determining The Value Of The Underlying Assets.

Collectible sneakers are difficult to value and it is hoped the Rares Platform will create a market by which the Shares (and, indirectly, the Underlying Assets) may be more accurately valued due to the creation of a larger market for collectible sneakers than exists from current means. Until the Rares Platform has created such a market, valuations of the Underlying Assets will be based upon the subjective approach taken by the members of the Manager’s expert network or other data provided by third parties (e.g., auction results, previous sales history). Consequently, valuations may be uncertain.

The value of the Underlying Assets and, consequently, the value of an Investor’s Shares can go down as well as up. A valuation is not a guarantee of realizable price, do not necessarily represent the price at which the Shares may be sold on the Rares Platform and the value of the Underlying Assets may be materially affected by a number of factors outside the control of the Company, including, any volatility in the economic markets, the condition of the Underlying Assets and physical matters arising from the state of their repair and condition.

Risks Relating To The Underlying Asset

Potential Loss Of Or Damage To The Underlying Assets.

The Underlying Asset may be lost or damaged by causes beyond the Company’s reasonable control. Any damage to the Underlying Assets could adversely impact the value of the Underlying Assets or adversely increase the liabilities or Operating Expenses of its related Series of Shares. Although we intend for the Underlying Asset 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 Asset 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 reimbursement obligations), if any, of the Shares. In the event that damage is caused to any Underlying Asset, this will impact the value of the Underlying Asset, and consequently, the Shares related to the Underlying Asset, as well as the likelihood of any distributions being made by the Company to the Investors.

Competition In The Sneaker Industry From Other Business Models.

There is potentially significant competition for the Underlying Assets from many different market participants. While the majority of transactions continue to be peer-to-peer with very limited public information, other market players such as collectibles dealers and auction houses may play an increasing role. This competition may impact the liquidity of the Shares, as it is dependent on the Company acquiring attractive and desirable Underlying Assets to ensure that there is an appetite

40

of potential investors for the Shares. In addition, there are companies that are developing crowdfunding models for other alternative asset classes such as automobiles, art, racehorses and wine, who may decide to enter the collectible sneaker market as well.

Insurance May Not Cover All Losses.

Insurance of the Underlying Asset 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 the Company’s economic position with respect to any affected Underlying Assets. Furthermore, the series of Shares 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 of Shares that relate to such Underlying Assets.

Dependence On The Brand Of The Manufacturer Of Underlying Assets.

The Underlying Assets will comprise of sneakers and other items from a variety of manufacturers, many of which are still in operation today. The demand for the Underlying Assets, and therefore, each series of Shares, may be influenced by the general perception of the sneakers and other items that manufacturers are producing today. In addition, the manufacturers’ business practices may result in the image and value of sneakers and other items produced by certain manufacturers being damaged. This in turn may have a negative impact on the Underlying Assets made by such manufacturers and in particular, the value of the Underlying Assets and consequently, the value of the series of Shares that relate to such Underlying Assets.

Dependence Of An Underlying Asset On Prior User Or Association.

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

Title Or Authenticity Claims On An Underlying Asset.

There is no guarantee that an Underlying Asset will be free of any claims regarding title and authenticity (e.g., counterfeit or previously stolen collectible sneaker), or that such claims may arise after acquisition of an Underlying Asset by a series of Shares. The Company may not have complete ownership history for an Underlying Asset. In the event of a title or authenticity claim against the Company, the Company may not have recourse against the person or entity from whom of the Underlying Asset was acquired or the benefit of insurance and the value of the Underlying Asset and the Series of Shares that relate to the Underlying Asset, may be diminished. The Company believes all Underlying Assets in each Series are authentic and have been verified to the best of the Company’s ability, as well as the ability of the seller from whom the Underlying Assets

41

were acquired. This includes verification of provenance, chain of custody and origination. However, due to the nature of the sneaker industry, there is always risk of fraudulent assets altering the value of authentic assets, and the risk that any of the Underlying Assets could be not authentic.

Forced Sale Of The Underlying Asset.

The Company may be forced to sell the 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 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 of the Series of Shares which relate to the Underlying Asset, may be lower than could have been obtained if the Underlying Asset continued to be held by the Company and sold at a later date.

Lack Of Distributions And Return Of Capital.

There can be no assurance that the Company will generate sufficient revenues to cover fees, costs and expenses with respect to any Series of Shares. In the event that the revenue in any given year does not cover the Operating Expenses of the Underlying Assets, the Manager may (a) pay such operating expenses and not seek reimbursement, (b) provide a loan to the Company in the form of an operating expenses reimbursement obligation, on which the Manager may impose a reasonable rate of interest, and/or (c) cause additional Shares to be issued in order to cover such additional amounts.

Any amount paid to the Manager in satisfaction of an operating expenses reimbursement obligation would not be available to Investors as a distribution. In the event additional Shares are issued, investors holdings within  such series of Shares will be diluted or will receive a smaller portion of future revenues and the likelihood of investors in such series of Shares receiving any distributions reduced. Furthermore, if a series of Shares is dissolved, there is no guarantee that the proceeds from liquidation will be sufficient to repay the investors their initial investment or the market value, if any, of the Shares at the time of liquidation.

Risks Related To Ownership Of Our Shares

Lack Of Voting Rights.

The Manager has the 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 each Series of Shares – those rights reserved to shareholders under Delaware law. Investors will therefore be subject to any amendments the Manager makes (if any) to the Company’s Operating Agreement and allocation policy and also any decision it takes in respect of the Company and the Series of Shares, which the Investors do not get a right to vote upon. Investors

42

may not necessarily agree with such amendments or decisions and such amendments or decisions may not be in the best Shares of all of the Investors as a whole but only a limited number.

The Offering Price For The Shares Determined By Us May Not Necessarily Bear Any Relationship To Established Valuation Criteria Such As Earnings, Book Value Or Assets That May Be Agreed To Between Purchasers And Sellers In Private Transactions Or That May Prevail In The Market If And When Our Shares Can Be Traded Publicly.

The price of the Shares was derived as a result of various factors including prevailing market conditions, our future prospects and our capital structure, as well as certain expenses incurred in connection with the Offering and the acquisition of the Underlying Asset. These prices do not necessarily accurately reflect the actual value of the Shares or the price that may be realized upon disposition of the Shares.

If A Market Ever Develops For The Shares, The Market Price And Trading Volume Of Our Shares May Be Volatile.

If a market develops for the Shares, the market price of the Shares could fluctuate significantly for many reasons, including reasons unrelated to our performance, the Underlying Asset or the Series of Shares, 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 Shares may decline as well.

In addition, fluctuations in operating results of a particular Series of Shares 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.

Funds From Purchasers Accompanying Subscriptions For The Shares Will Not Accrue Interest While In The Holding Account Prior To Admission Of The Subscriber As An Investor In The Series Of Shares, If It Occurs, In Respect Of Such Subscriptions.

The funds paid by purchasers for the Shares will be held in a non-interest bearing holding account until the admission of the subscriber as an Investor in a Series of Shares, if it occurs, in respect of the applicable subscriptions. Purchasers may not have the use of such funds or receive interest thereon pending the completion of the Offering. No subscriptions will be accepted and Shares sold unless valid subscriptions for the Offering are received and accepted prior to the termination of the Offering Period. If we terminate the Offering prior to accepting a subscriber’s subscription, funds will be returned, without interest or deduction, to the proposed Investor.

Potential Conflicts Of Interest

43

We have identified the following conflicts of interest that may arise in connection with the Shares, in particular, in relation to the Company, the Manager and the Underlying Assets. The conflicts of Interest described in this section should not be considered as an exhaustive list of the conflicts of Interest that prospective Investors should consider before investing in any Series of Shares.

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 the Manager, will be entitled to consider only such factors as it desires, including its own interests, and will have no duty or obligation (fiduciary or otherwise) to give any consideration to any factors affecting us or any of our investors and will not be subject to any different standards imposed by our Operating Agreement, the Delaware Limited Liability Company 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 the Company’s 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 the Company’s financial performance and, consequently, on distributions to Investors and the value of the Shares. The Company has not adopted, and does not intend to adopt in the future,  either a conflicts of interest policy or a conflicts resolution policy.

Payments From The Company To The Manager And Its Respective Employees Or Affiliates.

The Manager will engage with, on behalf of the Company, a number of brokers, dealers, insurance companies and other service providers and thus may receive in-kind discounts. In such circumstances, it is likely that  these in-kind discounts may be retained for the benefit of the Manager and not the Company, or may apply disproportionately to other Series of Shares. The Manager may be incentivized to choose a broker, dealer or seller of Underlying Assets based on the benefits they are to receive or all Series of Shares collectively are to receive rather than that which is best for any particular Series of Shares.

Potential Future Brokerage Activity.

Either 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 Shares via the Rares Platform. The Manager, or its affiliates, may be entitled to receive fees based on volume of trading and volatility of the Shares on the Rares Platform and such fees may be in excess of what the Manager receives via the Management Fee or the appreciation in the Shares it holds in each Series of Shares. 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 Shares, there is the potential that there is a divergence of interest between the Manager and those Investors, for instance, if the Underlying

44

Asset does not appreciate in value, this will impact the price of the Shares, 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).

Ownership Of Multiple Series Of Shares.

The Manager or its affiliates will acquire Shares in each Series of Shares for their own accounts and may transfer these Shares, either directly or through brokers, via the Rares Platform. Depending on the timing of the transfers, this could impact the Shares held by the Investors (e.g., driving price down because of supply and demand and over availability of Shares). This ownership in each of the series of Shares may result in a divergence of interest between the Manager and the Investors who only hold one or certain Series of Shares (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 Shares, 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 Shares).

Allocations Of Income And Expenses As Between Series Of Shares.

The Manager may appoint a service provider to provide services to the entire amount of Underlying Assets (e.g., for insurance, storage or media material creation). Although appointing one service provider may reduce cost due to economies of scale, such service provider may not necessarily be the most appropriate for one or more Underlying Assets (e.g., it may have more experience with certain assets over others). In such circumstances, the Manager would be conflicted from acting in the best interest of the Underlying Assets as a whole or in one or more individual Underlying Assets.

There may be situations when it is challenging or impossible to accurately allocate income, costs and expenses to a specific Series of Shares and certain Series of Shares 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 interest of the Company as a whole or any individual Series of Shares. While we presently intend to allocate expenses as described in this offering circular the Manager has the right to change this allocation policy at any time without further notice to Investors.

Conflicting Interests Of The Manager And The Investors.

The Manager may choose to use certain service providers because they get benefits from giving them business, which do not accrue to the Investors.

The Manager will determine whether or not to liquidate each Underlying Assets, should an offer to acquire each Underlying Asset be received. As the Manager or its affiliates, once registered as a broker-dealer with the Commission, will receive fees on the trading volume in the Shares 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

45

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 may be incentivized to utilize more popular Underlying Assets to generate higher free cash flow to be distributed to the Manager and investors in the Series associated with that particular Underlying Asset. This may lead Underlying Assets of certain Series of Shares to generate lower distributions than the Underlying Assets of other Series of Shares. The Manager may be incentivized to utilize Underlying Assets that help popularize a certain Series of Shares via the Rares Platform, which means of utilization may not generate as much immediate returns as other potential utilization methods.

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 any 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 “Description of the Shares” for more information.

Any profits generated from the Rares Platform (e.g., through advertising) and from issuing additional Shares or Series of Shares in Underlying Assets on the Rares Platform (e.g., Management Fees) will be for the benefit of the Manager. In order to increase its revenue stream, the Manager may therefore be incentivized to issue additional Series of Shares and acquire more Underlying Assets rather than focus on monetizing any Underlying Assets already held by an existing Series of Shares.

The Company And Its Management, And The U.S. And Global Economy Have Been Substantially Affected By The Coronavirus Pandemic.

In late 2019, a novel coronavirus (COVID-19) surfaced, reportedly, in Wuhan, China. The World Health Organization declared a global emergency on January 30, 2020, with respect to the outbreak and many states and countries, including the United States, have initiated significant restrictions on business operations. The Company faces uncertainty as the ongoing pandemic causes significant disruption to U.S and global markets and business. The overall and long-term impacts of the outbreak are unknown and evolving.

This pandemic has already adversely affected our business and this or another pandemic, epidemic or outbreak of an infectious disease in the United States or in another country may adversely affect our business. The spread of a disease could lead to unfavorable economic conditions, which would adversely impact our operations. The extent to which the coronavirus impacts our business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others.

The effects of such a widespread infectious disease and pandemic has already caused and may continue to cause or may cause in the future an overall decline in the U.S. and world economy as

46

a whole. The actual effects of the spread of coronavirus or of another pandemic are difficult to assess as the actual effects will depend on many factors beyond the control and knowledge of the Company. However, the spread of the coronavirus, if it continues, and any future similar occurrence may cause an overall decline in the economy as a whole and therefore may materially harm our Company long term.

At the time this filing, there is uncertainty as to the effect of the coronavirus pandemic on the marketplace for our Shares in the U.S. and globally. There is also uncertainly as to what long-term restrictions on the general public or other effects will occur in the market, and in the economy in general in general. There is also uncertainty as to what will happen to in this regard should another health-related outbreak occur in the future.

All of these risks, and many others known or unknown, related to this outbreak, and future outbreaks, pandemics or epidemics, could materially affect the short-term and long-term business of the Company, and your investment.

47

DILUTION

Dilution means a reduction in value, control or earnings of the Shares in a Series that an Investor owns. There will be no dilution to any Investors associated with the Offering of any Series. However, from time to time, additional Series Shares may be issued in one or more of the Series in order to raise capital to cover the Series’ ongoing operating expenses. See “Operating Expenses” for further details.

The Manager must acquire a minimum of 2% and may acquire a maximum of 10% of the Shares in each Series in connection with each Offering in each Series (of which the Manager may sell all or any portion from time to time following the Closing of the Offering of each Series). The Manager will pay the price per Share offered to all other potential Investors hereunder.

USE OF PROCEEDS

The Use of Proceeds below is an estimate based on the Company’s current business plan. The Company may find it necessary or advisable to reallocate portions of the net proceeds and the Company will have broad discretion in doing so. Because each of the Series’ Offerings is a “best efforts” (but not a contingent) offering, the Company may close the Offering without sufficient funds for all the intended purposes set out below or even to cover the costs of the Offering.

The Company has wide latitude and discretion in the use of proceeds from these Offerings.  At present, the Company’s best estimate of the use of proceeds, at various funding milestone percentages, is set out in the chart below. However, potential investors should note that this chart contains only the best estimates of the Company based upon information available to them at the present time, and that the actual use of proceeds is likely to vary from this chart based upon circumstances as they exist in the future, various needs of the Company at different times in the future, and the discretion of the Company at all times.

The Company reserves the right to change the use of proceeds set out herein based on the needs of the ongoing business of the Company and the discretion of the Company’s management. The Company may reallocate the estimated use of proceeds among the various categories or for other uses if management deems such a reallocation to be appropriate.

In the charts below, the “Cash Portion of the Series Holy Grail Asset Cost” is the amount from each Series Offering that will be used to pay the Manager for the Underlying Asset in each Series. For each Series listed in this Offering Circular, the Manager presently owns 100% of each of the Underlying Assets of each Series, and the Manager will convey title for each asset into the various Series prior to the Series Offering against a note payable back to the Manager for the cost. The Manager is expected to convey the Series’ assets to each Series prior to any Series Offering being sold, and the Company will file the notes payable as exhibits to this Offering Circular when they are entered into.

48

Series Holy Grail

Series Silicon Valley

Series Hova

Series Legacy

49

Series Speedboat

Series GOATS

Series North Carolina

Series Jordan Colorway

50

Series Deadstock

Series Born and BRED

Series Windy City

Series Air Force 1

51

Series Mamba

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

Since its formation in 2020, the Company has been engaged primarily in developing the financial, offering and other materials to begin fundraising. We are considered to be a development stage company, since we are devoting substantially all of our efforts to establishing our business and planned principal operations have only recently commenced.

Operating Results

Revenues are generated at the series level. As of the date of this Offering Circular, neither the Company nor any Series of the Company has generated any revenues.

Liquidity and Capital Resources

As of the date of this Offering Circular none of the Company or any Series of Shares in the Company had any cash or cash equivalents.

Plan of Operations

The Company plans 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 collectible sneakers, which we anticipate will enable the Company to reduce operating expenses for each series.

SECURITIES BEING OFFERED

We are offering Shares in each of the Series of the Company, which represent limited liability company Shares in such Series of the Company. All of the Series of the Company offered hereunder may collectively be referred to herein as the “Series” and each, individually, as a “Series.” The Shares of all Series described above may collectively be referred to herein as the “Shares,” or “our securities” and each, individually, as a “Share” and the offerings of the Shares may collectively be referred to herein as the “Offerings” and each, individually, as an “Offering.” See “Securities Being Offered” for additional information regarding the Shares. A purchaser of the Shares may be referred to herein as an “Investor” or “Shareholder.” There will be one or more separate closings (each, a “Closing”) with respect to each Offering.

52

As a Delaware series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

The Shares represent an investment solely in a particular Series and, thus, indirectly in the Underlying Asset owned by that Series. The Shares do not represent an investment in the Company or the Manager. We do not anticipate that any Series will own anything other than the Underlying Asset or Underlying Assets associated with such Series. We currently anticipate that the operations of the Company will include the formation of additional Series and the corresponding acquisition of additional Underlying Assets.

PLAN OF DISTRIBUTION AND SUBSCRIPTION PROCEDURE

Plan of Distribution

We are managed by 370 Legacy, Inc. (the “Manager”), a Delaware corporation incorporated in 2020. 370 Legacy, Inc. owns and operates a mobile app-based investment platform called Rares (the Rares Platform and any successor platform used by the Company for the offer and sale of Shares, the “Rares Platform”), through which investors may indirectly invest, through a series of the Company’s Shares, in collectible sneakers and other items that have been historically difficult to access for many market participants. Through the use of the Rares Platform, investors can browse and screen the potential investments and sign legal documents electronically. We intend to distribute the Shares exclusively through the Rares Platform. Neither Rares Markets, 370 Legacy, Inc., nor any other affiliated entity involved in the offer and sale of the Shares is 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 Shares. This Offering of Series Holy Grail Shares, Series Silicon Valley Shares, Series Hova Shares, Series Legacy Shares, Series Speedboat Shares, Series The Goats Shares, Series North Carolina Shares, Series Jordan Colorway Shares, Series Deadstock Shares, Series Born and Bred Shares, Series Windy City Shares, Series Air Force 1 Shares and Series Mamba Shares is being conducted under Regulation A under the Securities Act of 1933, as amended (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 this Offering, see “Plan of Distribution and Subscription Procedure.” As a Tier 2 offering pursuant to Regulation A under the Securities Act, this offering will be exempt from state law “Blue Sky” review, subject to meeting certain state filing requirements and complying with certain antifraud provisions, to the extent that our Shares are offered and sold only to “qualified purchasers” or at a time when our Shares are listed on a national securities exchange.

The initial offering prices of:

$16.00 per Series Holy Grail Shares

$12.00 per Series Silicon Valley Shares

$13.00 per Series Hova Shares

$16.00 per Series Legacy Shares

53

$10.00 per Series Speedboat Shares

$22.00 per Series The Goats Shares

$10.00 per Series North Carolina Shares

$22.00 per Series Jordan Colorway Shares

$10.00 per Series Deadstock Shares

$13.00 per Series Born and Bred Shares

$13.00 per Series Windy City Shares

$14.00 per Series Air Force 1 Shares

$11.00 per Series Mamba Shares

(for each Series, individually the “Purchase Price”) was determined by the Manager and is equal to the aggregate of (i) the purchase price of the Underlying Asset of each Series, (ii) the Brokerage Fee, (iii) Offering Expenses, (iv) the Acquisition Expenses, and (v) the Management Fee (in each case as described below). The Closing of the each of the Series of Shares will occur on the earliest to occur of (i) the date subscriptions for the Maximum Shares for each Series have been accepted or (ii) a date determined by the Manager in its sole discretion. If Closing has not occurred, the Offering shall be terminated upon (i) the date which is 365 days from the date this Offering Circular is qualified by the U.S. Securities and Exchange Commission (the “Commission”) which period may be extended by an additional 180 days by the Manager in its sole discretion, or (ii) any date on which the Manager elects to terminate the offering in its sole discretion. Each Series of Shares are being offered by subscription only in the U.S. 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 any of the Series Shares outside of the U.S.

Those persons who want to invest in the Shares must sign a Subscription Agreement, which will contain representations, warranties, covenants, and conditions customary for investments in limited liability companies, see “How to Subscribe” below for further details. A copy of the form of Subscription Agreement is attached as Exhibit 1A-4.

All Shares in all Series of Shares will be issued in book-entry form without certificates.

The Manager, and not the Company, will pay all of the expenses incurred in this Offering that are not covered by the Brokerage Fee, the Management Fee, Offering Expenses or Acquisition Expenses, 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 this Offering will be responsible for the fees and costs of such separate representation.

Investor Suitability Standards

All Series of Shares 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 of the Shares 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),

54

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:

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; or

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, or

3. otherwise qualifies as an accredited investor under Rule 501(a) of Regulation D, as amended.

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.

The Shares will not be offered or sold to prospective Investors subject to the Employee Retirement Income Security Act of 1974 and regulations thereunder, as amended (“ERISA”).

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.

Our Manager and Dalmore, in its capacity as broker of record for this Offering, will be permitted to make a determination that the subscribers of Shares in this 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 http://www.investor.gov.

An investment in our Shares 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 the Shares. See “Risk Factors.”

55

Minimum and Maximum Investment

The minimum and maximum subscription by an Investor is set out below for each Series. The maximum thresholds may be waived by the Manager in its sole discretion. The purchase price will be payable in cash or a method of payment acceptable to the Manager at the time of subscription.

The minimum share purchase for Series Holy Grail Shares is 5 Shares or $80.00. The maximum share purchase for Series Holy Grail Shares is 497 Shares or $7,952.00 or 19.88% of the total Shares in the Series.

The minimum share purchase for Series Silicon Valley Shares is 3 Shares or $36.00. The maximum share purchase for Series Silicon Valley Shares is 298 Shares or $3,576.00 or 19.87% of the total Shares in the Series.

The minimum share purchase for Series Hova Shares is 3 Shares or $39.00. The maximum share purchase for Series Hova Shares is 398 Shares or $5,174.00 or 19.9% of the total Shares in the Series.

The minimum share purchase for Series Legacy Shares is 2 Shares or $32.00. The maximum share purchase for Series Legacy Shares is 99 Shares or $1,584.00 or 19.8% of the total Shares in the Series.

The minimum share purchase for Series Speedboat Shares is 3 Shares or $30.00. The maximum share purchase for Series Speedboat Shares is 298 Shares or $2,980.00 or 19.87% of the total Shares in the Series.

The minimum share purchase for Series The Goats Shares is 5 Shares or $110.00. The maximum share purchase for The Goats Shares is 497 Shares or $10,934.00 or 19.88% of the total Shares in the Series.

The minimum share purchase for Series North Carolina Shares is 5 Shares or $50.00. The maximum share purchase for Series North Carolina Shares is 298 Shares or $2,980.00 or 19.87% of the total Shares in the Series.

The minimum share purchase for Series Jordan Colorway Shares is 3 Shares or $66.00. The maximum share purchase for Series Jordan Colorway Shares is 497 Shares or $10,934.00 or 19.88% of the total Shares in the Series.

The minimum share purchase for Series Deadstock Shares is 3 Shares or $30.00. The maximum share purchase for Series Deadstock Shares is 298 Shares or $2,980.00 or 19.87% of the total Shares in the Series.

The minimum share purchase for Series Born and Bred Shares is 3 Shares or $30.00. The maximum share purchase for Series Born and Bred Shares is 298 Shares or $2,980.00 or 19.87% of the total Shares in the Series.

56

The minimum share purchase for Series Windy City Shares is 5 Shares or $65.00. The maximum share purchase for Series Windy City Shares is 398 Shares or $5,174.00 or 19.9% of the total Shares in the Series.

The minimum share purchase for Series Air Force 1 Shares is 3 Shares or $42.00. The maximum share purchase for Series Air Force 1 Shares is 497 Shares or 6,958.00 or 19.88% of the total Shares in the Series.

The minimum share purchase for Series Mamba Shares is 5 Shares or $55.00. The maximum share purchase for Series Mamba Shares is 398 Shares or $4,378.00 or 19.9% of the total Shares in the Series.

Broker-Dealer

Dalmore Group, LLC, (“Dalmore” or “Broker”) will manage the sale of the Shares as an executing broker pursuant to an dated August 28, 2020 (the “Brokerage Agreement”) and serve as broker of record for the Company’s Regulation A offerings, process transactions by subscribers to the Offering and provide investor qualification services (e.g. Know Your Customer and Anti Money Laundering checks). Dalmore is a broker-dealer registered with the Commission and a member of the FINRA and the SIPC and is registered in each state where the Offering and sale of each Series of Shares will occur, but will not act as a finder or underwriter in connection with this Offering. Dalmore will receive a Brokerage Fee but will not purchase any Shares.

The Brokerage Agreement remains in effect for a period of twelve (12) months from August 28, 2020 and will renew automatically for successive renewal terms of twelve (12) months each unless either the Company or Dalmore provides notice to the other party of non-renewal at least sixty (60) days prior to the expiration of the term. If Company defaults in performing the obligations under the Brokerage Agreement, the Brokerage Agreement may be terminated (i) upon sixty (60) days written notice if Company fails to perform or observe any material term, covenant or condition to be performed or observed by it under the Brokerage Agreement and such failure continues to be unremedied, (ii) upon written notice, if any material representation or warranty made by Company proves to be incorrect at any time in any material respect, (iii) in order to comply with a legal requirement, if compliance cannot be timely achieved using commercially reasonable efforts, after providing as much notice as practicable, or (iv) upon thirty (30) days’ written notice if Company or Dalmore commences a voluntary proceeding seeking liquidation, reorganization or other relief, or is adjudged bankrupt or insolvent or has entered against it a final and unappeable order for relief, under any bankruptcy, insolvency or other similar law, or either party executes and delivers a general assignment for the benefit of its creditors. The description in this section of specific remedies will not exclude the availability of any other remedies. Any delay or failure by Company to exercise any right, power, remedy or privilege will not be construed to be a waiver of such right, power, remedy or privilege or to limit the exercise of such right, power, remedy or privilege. No single, partial or other exercise of any such right, power, remedy or privilege will preclude the further exercise thereof or the exercise of any other right, power, remedy or privilege. All terms of the Brokerage Agreement, which should reasonably survive termination,

57

shall survive, including, without limitation, limitations of liability and indemnities, and the obligation to pay fees relating to services provided prior to termination.

Holding Account

The holding account is a bank account within the Dwolla, Inc. Financial Services Payment infrastructure (an agent of the Veridian Credit Union, the “Holding Account”) specifically set up to hold funds paid by Investors into a Series pending the acceptance (by the Manager or Dalmore Group), and the closing of the Series for which the funds were paid. Each Series will generally be responsible for fees associated with the Holding Account for that Series, which are categorized as part of the Offering Expenses described in the “Fees and Expenses” section below.

Fees and Expenses

Offering Expenses

Each Series of Shares will generally be responsible for certain fees, costs and expenses incurred in connection with the offering of the Shares associated with that Series (the “Offering Expenses”). Offering Expenses consist of legal, accounting, holding account, underwriting, filing and compliance costs, as applicable, related to a specific offering (and excludes ongoing costs described in Operating Expenses).

Acquisition Expenses

Each Series of Shares will be responsible for any and all fees, costs and expenses incurred in connection with the evaluation, discovery, investigation, development and acquisition of each 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, transportation costs to transfer the Underlying Asset from the asset seller’s possession to the storage facility or to locations for creation of photography and videography materials (including any insurance required in connection with such transportation), and photography and videography expenses in order to prepare the profile for the Underlying Asset on the Rares Platform (the “Acquisition Expenses”). The Acquisition Expenses will be payable from the proceeds of each offering.

Brokerage Fee

As compensation for providing certain broker-dealer services to the Company in connection with this Offering, Dalmore will receive a fee equal to 1% of the amount raised through this Offering (the “Brokerage Fee”). Each Series of Shares will be responsible for paying its own Brokerage Fee to Dalmore in connection with the sale of Shares in such Series. The Brokerage Fee will be payable immediately upon the closing of each offering from the proceeds of such offering.

Management Fee

58

Each Series will pay the Manager an annual fee of 5% of the post offering value of the Underlying Asset(s) as compensation for identifying and managing the acquisition of the Underlying Assets, and for managing the Series.

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 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. The contents of the Rares Platform (other than the Offering Circulars 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 each of the Series’ Shares. Any potential Investor wishing to acquire Shares 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 Shares is suitable for you.

2. Review the Subscription Agreement and 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 Shares you have applied to subscribe for (as set out on the front page of your Subscription Agreement) into a holding account for the series. The Holding Account will hold such subscription monies until such time as your

59

Subscription Agreement is either accepted or rejected by the Manager and, if accepted, such further time until you are issued with Shares.

4. The Manager and Dalmore will review the subscription documentation completed and signed by you. You may be asked to provide additional information. The Manager or Dalmore 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 Shares is approved or denied and if approved, the number of Shares 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 Shares you are entitled to subscribe for will be issued to you upon the Closing. Simultaneously with the issuance of the Shares, the subscription monies held by the Holding Account on your behalf will be transferred to the account of the Series as consideration for such Shares.

By executing the Subscription Agreement, you agree to be bound by the terms of the Subscription Agreement and the Amended and Restated Operating Agreement (the “Operating Agreement” – Exhibit 1A-2B). The Company, the Manager and Dalmore will rely on the information you provide in the Subscription Agreement, and any supplemental information you provide in order for the Manager and Dalmore to verify your status as a “qualified purchaser.” If any information about your “qualified purchaser” status changes prior to you being issued the Shares, 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 to 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 (the “Holding Account”) and will not be commingled with the Series of Shares’ operating account, until if and when there is a Closing with respect to that Investor. When the Manager indicates that the Offering will close and the Investor’s subscription is to be accepted (either in whole or part), then the Holding Account shall disburse such Investor’s subscription proceeds in its possession to the account of the Series. If the 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 the holding account 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.

DESCRIPTION OF THE BUSINESS

Sneaker Market Assessment

60