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 OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.
Offering Circular Dated March 4, 2026
RoyaltyTraders LLC dba SongVest
1053 East Whitaker Mill Rd., Suite 115
Raleigh, NC 27604
(919) 324-2945
www.songvest.com
Best Efforts Offering of Royalty Share Units
RoyaltyTraders LLC dba SongVest, a Delaware limited liability company (which we refer to as “SongVest”, “we,” “us,” “our” or “our company”), is offering, on a best efforts basis, units (the “Royalty Share Units”) representing the right to a portion of specified royalty sharing agreements (each, a “Royalty Share Agreement”) identified in the “Royalty Share Offering Table” beginning on page iii. The Royalty Share Units will be made available for purchase via the web-based investment platform www.songvest.com, (the “SongVest Platform”), which is owned and operated by our affiliate RT2, LLC, (“RT2”), a Delaware limited liability company which is under common control with our company.
All of the Royalty Share Units of our company offered hereunder may collectively be referred to in this Offering Circular as the “Royalty Share Units” and each, individually, as a “Royalty Share Unit.” The Royalty Share Agreements described above may collectively be referred to in this Offering Circular as the “Royalty Share Agreements” and each, individually, as a “Royalty Share Agreement.” Finally, the offerings of the Royalty Share Units may collectively be referred to in this Offering Circular as the “offerings” and each, individually, as an “offering.” See “Securities Being Offered” for additional information regarding the Royalty Share Units.
The Royalty Share Units represent the contractual right to receive a portion of any royalty stream from the music portfolio underlying Royalty Share Agreements. SongVest will enter into Royalty Share Agreements with music portfolio owners to obtain rights to the music portfolio which, once the purchase option is executed, will result in SongVest receiving all of, or a portion of the royalties generated by that portfolio. Investors will acquire Royalty Share Units from SongVest to receive a pro rata portion of what SongVest has received (net of SongVest’s Administrative Fee) based on the number of Royalty Share Units that investor holds compared to the outstanding number of Royalty Share Units for that asset. Purchasing the Royalty Share Units does not confer to the investor any ownership in our company or the underlying music portfolio.
There will be a separate closing with respect to each offering. The closing of an offering will occur on the earliest to occur of (i) the date subscriptions for the number of Royalty Share Units offered for a Royalty Share Agreement have been accepted or (ii) a date determined by our company in its sole discretion, provided that subscriptions for the number of Units offered for a Royalty Share Agreement have been accepted. If closing has not occurred, an offering shall be terminated upon (i) the date which is one year from the date such Offering Circular or amendment thereof, as applicable, is qualified by the U.S. Securities and Exchange Commission, or the Commission, or (ii) any date on which our company elects to terminate the offering for a particular Royalty Share in its sole discretion. No securities are being offered by existing securityholders.
Each offering is being conducted on a “best efforts” basis pursuant to Tier 2 of Regulation A promulgated under the Securities Act of 1933, as amended. The subscription funds advanced by prospective investors as part of the subscription process will be held in a non-interest bearing escrow account with North Capital Private Securities Corporation and will not be commingled with the operating account of our company until, if and when there is a closing with respect to that investor group. Our company will be permitted to purchase Royalty Share Units alongside investors in offerings of series of Royalty Share Units conducted by our company at its discretion. The company will not use the proceeds raised from an offering for such purposes – rather, the company would use its own, separate cash reserves to purchase such Royalty Share Units.
| Price to public |
Broker-Dealer discount and commissions(1) |
Proceeds to Issuer(5) |
||||||||||
| “No Scrubs – TLC Version” Royalty Share Asset (Series 3)* | ||||||||||||
| Per Royalty Share Unit | $ | 30.00 | $ | 0.30 | $ | 29.70 | ||||||
| Total Minimum(3) | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||
| Total Maximum(3) | $ | 56,640.00 | $ | 566.40 | $ | 56,073.60 | ||||||
| “Creep – TLC Version” Royalty Share Asset (Series 3)* | ||||||||||||
| Per Royalty Share Unit | $ | 30.00 | $ | 0.30 | $ | 29.70 | ||||||
| Total Minimum(3) | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||
| Total Maximum(3) | $ | 73,200.00 | $ | 732.00 | $ | 72,468.00 | ||||||
| Beyonce - “Radio” Royalty Share Asset (Series 2)* | ||||||||||||
| Per Royalty Share Unit | $ | 36.00 | $ | 0.36 | (2) | $ | 35.64 | |||||
| Total Minimum(3) | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||
| Total Maximum(3) | $ | 28,908.00 | $ | 289.08 | $ | 28,618.92 | ||||||
| Beyonce - “Countdown” and More) Royalty Share Asset (Series 3) | ||||||||||||
| Per Royalty Share Unit | $ | 72.00 | $ | 0.72 | (2) | $ | 71.28 | |||||
| Total Minimum(3) | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||
| Total Maximum(3) | $ | 3,960.00 | $ | 39.60 | $ | 3,920.40 | ||||||
| Young Thug – “Best Friend” Royalty Share Asset (Series 2)* | ||||||||||||
| Per Royalty Share Unit | $ | 36.00 | $ | 0.36 | (2) | $ | 35.64 | |||||
| Total Minimum(3) | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||
| Total Maximum(3) | $ | 10,224.00 | $ | 102.24 | $ | 10,121.76 | ||||||
| Queen - “Under Pressure” Royalty Share Asset (Series 2)* | ||||||||||||
| Per Royalty Share Unit | $ | 98.00 | $ | 0.98 | (2) | $ | 97.02 | |||||
| Total Minimum(3) | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||
| Total Maximum(3) | $ | 90,650.00 | $ | 906.50 | $ | 89,743.50 | ||||||
| Queen - “I Want it All” Royalty Share Asset (Series 2)* | ||||||||||||
| Per Royalty Share Unit | $ | 98.00 | $ | 0.98 | (2) | $ | 97.02 | |||||
| Total Minimum(3) | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||
| Total Maximum(3) | $ | 147,294.00 | $ | 1,472.94 | $ | 145,821.06 | ||||||
| Price to public |
Broker-Dealer discount and commissions(1) |
Proceeds to Issuer(5) |
||||||||||
| Queen - “The Show Must Go On” Royalty Share Asset (Series 2)* | ||||||||||||
| Per Royalty Share Unit | $ | 98.00 | $ | 0.98 | (2) | $ | 97.02 | |||||
| Total Minimum(3) | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||
| Total Maximum(3) | $ | 111,132.00 | $ | 1,111.32 | $ | 110,020.68 | ||||||
| Queen - “Bohemian Rhapsody Soundtrack” Royalty Share Asset (Series 2)* | ||||||||||||
| Per Royalty Share Unit | $ | 98.00 | $ | 0.98 | (2) | $ | 97.02 | |||||
| Total Minimum(3) | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||
| Total Maximum(3) | $ | 27,832.00 | $ | 278.32 | $ | 27,553.68 | ||||||
| Queen - “A Kind of Magic” Royalty Share Asset (Series 2)* | ||||||||||||
| Per Royalty Share Unit | $ | 98.00 | $ | 0.98 | (2) | $ | 97.02 | |||||
| Total Minimum(3) | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||
| Total Maximum(3) | $ | 126,616.00 | $ | 1,266.16 | $ | 125,349.84 | ||||||
| Duran Duran - “Ordinary World” Royalty Share Asset (Series 2) | ||||||||||||
| Per Royalty Share Unit | $ | 63.00 | $ | 0.63 | (2) | $ | 62.37 | |||||
| Total Minimum(3) | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||
| Total Maximum(3) | $ | 17,451.00 | $ | 174.51 | $ | 17,276.49 | ||||||
| Duran Duran - “Come Undone” Royalty Share Asset (Series 2) | ||||||||||||
| Per Royalty Share Unit | $ | 63.00 | $ | 0.63 | (2) | $ | 62.37 | |||||
| Total Minimum(3) | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||
| Total Maximum(3) | $ | 12,285.00 | $ | 122.85 | $ | 12,162.15 | ||||||
| Taboo (feat. Angelica Nicole) – “Stand Strong” Royalty Share Asset | ||||||||||||
| Per Royalty Share Unit | $ | 25.00 | $ | 0.25 | (2) | $ | 24.75 | |||||
| Total Minimum(3) | $ | 25,200.00 | $ | 252.00 | $ | 24,948.00 | ||||||
| Total Maximum(3) | $ | 126,000.00 | $ | 1,260.00 | $ | 124,740.00 | ||||||
| Chris Brown – “Go Crazy” Royalty Share Asset | ||||||||||||
| Per Royalty Share Unit | $ | 63.00 | $ | 0.63 | (2) | $ | 62.37 | |||||
| Total Minimum(3) | $ | 1.26 | $ | 0.01 | $ | 1.25 | ||||||
| Total Maximum(3) | $ | 298,872.00 | $ | 2,988.72 | $ | 295,883.28 | ||||||
| Jeremih - “Birthday Sex” Royalty Share Asset | ||||||||||||
| Per Royalty Share Unit | $ | 63.00 | $ | 0.63 | (2) | $ | 62.37 | |||||
| Total Minimum(3) | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||
| Total Maximum(3) | $ | 328,167.00 | $ | 3,281.67 | $ | 324,885.33 | ||||||
| Sean Paul (feat. Dua Lipa) - “No Lie” Royalty Share Asset | ||||||||||||
| Per Royalty Share Unit | $ | 63.00 | $ | 0.63 | (2) | $ | 62.37 | |||||
| Total Minimum(3) | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||
| Total Maximum(3) | $ | 242,424.00 | $ | 2,424.24 | $ | 239,999.76 | ||||||
| Jason Derulo (feat. French Montana) - “Tip Toe” Royalty Share Asset | ||||||||||||
| Per Royalty Share Unit | $ | 63.00 | $ | 0.63 | (2) | $ | 62.37 | |||||
| Total Minimum(3) | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||
| Total Maximum(3) | $ | 39,627.00 | $ | 396.27 | $ | 39,230.73 | ||||||
| Price to public |
Broker-Dealer discount and commissions(1) |
Proceeds to Issuer(5) |
||||||||||
| Chris Brown & Pitbull - Vol. 1 Royalty Share Asset | ||||||||||||
| Per Royalty Share Unit | $ | 63.00 | $ | 0.63 | (2) | $ | 62.37 | |||||
| Total Minimum(3) | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||
| Total Maximum(3) | $ | 40,635.00 | $ | 406.35 | $ | 40,228.65 | ||||||
| Bebe Rexha, Drake & Nelly Furtado – Vol. 1 Royalty Share Asset | ||||||||||||
| Per Royalty Share Unit | $ | 63.00 | $ | 0.63 | (2) | $ | 62.37 | |||||
| Total Minimum(3) | $ | 1.26 | $ | 0.01 | $ | 1.25 | ||||||
| Total Maximum(3) | $ | 87,570.00 | $ | 875.70 | $ | 86,694.30 | ||||||
| The Struts – “Body Talks” Royalty Share Asset | ||||||||||||
| Per Royalty Share Unit | $ | 63.00 | $ | 0.63 | (2) | $ | 62.37 | |||||
| Total Minimum(3) | $ | 1.26 | $ | 0.01 | $ | 1.25 | ||||||
| Total Maximum(3) | $ | 20,790.00 | $ | 207.90 | $ | 20,582.10 | ||||||
| Dua Lipa – “Blow Your Mind” Royalty Share Asset | ||||||||||||
| Per Royalty Share Unit | $ | 63.00 | $ | 0.63 | (2) | $ | 62.37 | |||||
| Total Minimum(3) | $ | 1.26 | $ | 0.01 | $ | 1.25 | ||||||
| Total Maximum(3) | $ | 119,637.00 | $ | 1,196.37 | $ | 118,440.63 | ||||||
| Kat Dahlia – “I Think I’m In Love” Royalty Share Asset | ||||||||||||
| Per Royalty Share Unit | $ | 63.00 | $ | 0.63 | (2) | $ | 62.37 | |||||
| Total Minimum(3) | $ | 1.26 | $ | 0.01 | $ | 1.25 | ||||||
| Total Maximum(3) | $ | 41,454.00 | $ | 414.54 | $ | 41,039.46 | ||||||
| One Direction – “Nobody Cares” & “Last First Kiss” Royalty Share Asset | ||||||||||||
| Per Royalty Share Unit | $ | 63.00 | $ | 0.63 | (2) | $ | 62.37 | |||||
| Total Minimum(3) | $ | 1.26 | $ | 0.01 | $ | 1.25 | ||||||
| Total Maximum(3) | $ | 22,176.00 | $ | 221.76 | $ | 21,954.24 | ||||||
| One Direction – “Kiss You” Royalty Share Asset | ||||||||||||
| Per Royalty Share Unit | $ | 63.00 | $ | 0.63 | (2) | $ | 62.37 | |||||
| Total Minimum(3) | $ | 1.26 | $ | 0.01 | $ | 1.25 | ||||||
| Total Maximum(3) | $ | 59,850.00 | $ | 598.50 | $ | 59,251.50 | ||||||
| One Direction – “Live While We’re Young” Royalty Share Asset | ||||||||||||
| Per Royalty Share Unit | $ | 63.00 | $ | 0.63 | (2) | $ | 62.37 | |||||
| Total Minimum(3) | $ | 1.26 | $ | 0.01 | $ | 1.25 | ||||||
| Total Maximum(3) | $ | 54,558.00 | $ | 545.58 | $ | 54,012.42 | ||||||
| Rachel Platten – “Better Place” Royalty Share Asset | ||||||||||||
| Per Royalty Share Unit | $ | 63.00 | $ | 0.63 | (2) | $ | 62.37 | |||||
| Total Minimum(3) | $ | 1.26 | $ | 0.01 | $ | 1.25 | ||||||
| Total Maximum(3) | $ | 43,281.00 | $ | 432.81 | $ | 42,848.19 | ||||||
| Rachel Platten – “Stand By You” Royalty Share Asset | ||||||||||||
| Per Royalty Share Unit | $ | 63.00 | $ | 0.63 | (2) | $ | 62.37 | |||||
| Total Minimum(3) | $ | 1.26 | $ | 0.01 | $ | 1.25 | ||||||
| Total Maximum(3) | $ | 74,151.00 | $ | 741.51 | $ | 73,409.49 | ||||||
| Rachel Platten – “Fight Song” Royalty Share Asset | ||||||||||||
| Per Royalty Share Unit | $ | 63.00 | $ | 0.63 | (2) | $ | 62.37 | |||||
| Total Minimum(3) | $ | 1.26 | $ | 0.01 | $ | 1.25 | ||||||
| Total Maximum(3) | $ | 244,125.00 | $ | 2,441.25 | $ | 241,683.75 | ||||||
| Ariana Grande & Lady Gaga – “Rain On Me” Royalty Share Asset | ||||||||||||
| Per Royalty Share Unit | $ | 63.00 | $ | 0.63 | (2) | $ | 62.37 | |||||
| Total Minimum(3) | $ | 1.26 | $ | 0.01 | $ | 1.25 | ||||||
| Total Maximum(3) | $ | 318,465.00 | $ | 3,184.65 | $ | 315,280.35 | ||||||
| Price to public |
Broker-Dealer discount and commissions(1) |
Proceeds to Issuer(5) |
||||||||||
| Kenny G & Luther Vandross – Vol. 1 Royalty Share Asset | ||||||||||||
| Per Royalty Share Unit | $ | 63.00 | $ | 0.63 | (2) | $ | 62.37 | |||||
| Total Minimum(3) | $ | 1.26 | $ | 0.01 | $ | 1.25 | ||||||
| Total Maximum(3) | $ | 24,440.00 | $ | 244.44 | $ | 24,199.56 | ||||||
| Michael Bolton – Vol. 1 Royalty Share Asset | ||||||||||||
| Per Royalty Share Unit | $ | 63.00 | $ | 0.63 | (2) | $ | 62.37 | |||||
| Total Minimum(3) | $ | 1.26 | $ | 0.01 | $ | 1.25 | ||||||
| Total Maximum(3) | $ | 37,863.00 | $ | 378.63 | $ | 37,484.37 | ||||||
| Michael Bolton – Vol. 2 Royalty Share Asset | ||||||||||||
| Per Royalty Share Unit | $ | 63.00 | $ | 0.63 | (2) | $ | 62.37 | |||||
| Total Minimum(3) | $ | 1.26 | $ | 0.01 | $ | 1.25 | ||||||
| Total Maximum(3) | $ | 33,075.00 | $ | 330.75 | $ | 32,744.25 | ||||||
| Mariah Carey – “Without You” Royalty Share Asset | ||||||||||||
| Per Royalty Share Unit | $ | 63.00 | $ | 0.63 | (2) | $ | 62.37 | |||||
| Total Minimum(3) | $ | 1.26 | $ | 0.01 | $ | 1.25 | ||||||
| Total Maximum(3) | $ | 65,079.00 | $ | 650.79 | $ | 64,428.21 | ||||||
| Mariah Carey – “Hero” Royalty Share Asset | ||||||||||||
| Per Royalty Share Unit | $ | 63.00 | $ | 0.63 | (2) | $ | 62.37 | |||||
| Total Minimum(3) | $ | 1.26 | $ | 0.01 | $ | 1.25 | ||||||
| Total Maximum(3) | $ | 59,535.00 | $ | 595.35 | $ | 58,939.65 | ||||||
| Mariah Carey – “One Sweet Day” Royalty Share Asset | ||||||||||||
| Per Royalty Share Unit | $ | 63.00 | $ | 0.63 | (2) | $ | 62.37 | |||||
| Total Minimum(3) | $ | 1.26 | $ | 0.01 | $ | 1.25 | ||||||
| Total Maximum(3) | $ | 40,194.00 | $ | 401.94 | $ | 39,792.06 | ||||||
| Mariah Carey – “Love Takes Time” Royalty Share Asset | ||||||||||||
| Per Royalty Share Unit | $ | 63.00 | $ | 0.63 | (2) | $ | 62.37 | |||||
| Total Minimum(3) | $ | 1.26 | $ | 0.01 | $ | 1.25 | ||||||
| Total Maximum(3) | $ | 24,885.00 | $ | 248.85 | $ | 24,636.15 | ||||||
| Mariah Carey – Vol. 1 Royalty Share Asset | ||||||||||||
| Per Royalty Share Unit | $ | 63.00 | $ | 0.63 | (2) | $ | 62.37 | |||||
| Total Minimum(3) | $ | 1.26 | $ | 0.01 | $ | 1.25 | ||||||
| Total Maximum(3) | $ | 49,770.00 | $ | 497.70 | $ | 49,272.30 | ||||||
| Totals | ||||||||||||
| Total Minimum(3) | $ | 25,225.20 | $ | 252.25 | $ | 24,972.95 | ||||||
| Total Maximum(3) | $ | 3,202,819.00 | $ | 32,028.19 | $ | 3,170,790.81 | ||||||
| * | A “second-price” auction was utilized to help our company determine the Royalty Share Unit price for this series being offered by our company, which was conducted during “testing the waters” period under Rule 255 of Regulation A. See “Plan of Distribution and Selling Securityholders – Price Discovery” for further information on how our company determined the offering price per share for this series of Royalty Share Units. There is no obligation for any person who indicated interest as part of the auction process to invest in the Royalty Share Units. |
| (1) | We have engaged Dalmore Group, LLC, member FINRA/SIPC (“Dalmore”) to perform administrative and technology related functions in connection with this offering, but not for underwriting or placement agent services. Compensation to Dalmore includes a 1% commission payable to Dalmore for proceeds raised, as well as a one-time due diligence fee of $5,000 and one-time consulting fee of $10,000 payable by our company to Dalmore. | |
| (2) | For this offering, we intend to use a portion of our Sourcing Fee to pay the 1% commission and all expenses payable to Dalmore and our transfer agent. | |
| (3) | Because these are best efforts offerings, the actual public offering amounts and proceeds to us are not presently determinable and may be substantially less than each total maximum offering set forth above. Further, for each offering set forth above with a minimum offering amount, we will only close on investments and accept funds from investors if we have raised that minimum offering amount set forth above for that particular offering. Investors’ funds will be placed in an escrow account until the applicable minimum offering is met. Escrowed funds will be invested only in investments permissible under SEC Rule 15c2-4 (See Notice 84-7). In the event the minimum offering amount is not met, all investors’ funds will be promptly returned to each subscriber in accordance with SEC Rule 10b-9. |
In the event that the company becomes a reporting company under the Securities Exchange Act of 1934, the company intends to take advantage of the provisions that relate to “Emerging Growth Companies” under the JOBS Act of 2012. See “Ongoing Reporting and Supplements to this Offering Circular.”
An investment in our Royalty Share Units involves a high degree of risk. See “Risk Factors” on page 7 for a description of some of the risks that should be considered before investing in our Royalty Share Units.
Generally, no sale may be made to you in any offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or your net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.
THE U.S. SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF ANY OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.
We are offering to sell, and seeking offers to buy, our Royalty Share Units only in jurisdictions where such offers and sales are permitted. You should rely only on the information contained in this Offering Circular. We have not authorized anyone to provide you with any information other than the information contained in this Offering Circular. The information contained in this Offering Circular is accurate only as of its date, regardless of the time of its delivery or of any sale or delivery of our Royalty Share Units. Neither the delivery of this Offering Circular nor any sale or delivery of our Royalty Share Units shall, under any circumstances, imply that there has been no change in our affairs since the date of this Offering Circular. This Offering Circular will be updated and made available for delivery to the extent required by the federal securities laws.
This Offering Circular is following the Offering Circular format described in Part II (a)(1)(i) of Form 1-A.
TABLE OF CONTENTS
i
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
The information contained in this Offering Circular includes some statements that are not historical and that are considered “forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding our development plans for our business; our strategies and business outlook; anticipated development of our company, our manager, our company, our affiliates, and the SongVest Platform; and various other matters (including contingent liabilities and obligations and changes in accounting policies, standards and interpretations). These forward-looking statements express our manager’s expectations, hopes, beliefs, and intentions regarding the future. In addition, without limiting the foregoing, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates”, “believes”, “continue”, “could”, “estimates”, “expects”, “intends”, “may”, “might”, “plans”, “possible”, “potential”, “predicts”, “projects”, “seeks”, “should”, “will”, “would” and similar expressions and variations, or comparable terminology, or the negatives of any of the foregoing, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this Offering Circular are based on current expectations and beliefs concerning future developments that are difficult to predict. Neither we nor our manager can guarantee future performance, or that future developments affecting our company, our manager, our affiliates, or the SongVest Platform will be as currently anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
All forward-looking statements attributable to us are expressly qualified in their entirety by these risks and uncertainties. These risks and uncertainties, along with others, are also described below under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the parties’ assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You should not place undue reliance on any forward-looking statements and should not make an investment decision based solely on these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
ii
ROYALTY SHARE UNITS OFFERING TABLE
The table below shows key information related to the offering of each series of Royalty Share Units under this Offering Statement. Please also refer to “The Underlying Portfolio” and “Use of Proceeds” sections for further details.
| Royalty Share Unit Name (5) | Underlying Portfolio(s) | Offering Price per Unit(1) |
Minimum Offering Amount(2) |
Maximum Offering Amount(2) |
Maximum Units |
Opening Date |
Closing Date |
Final Amount Sold ($) |
Distributions Paid |
Status(4) | |||||||||||||||||||||||
| “No Scrubs – TLC Version” (Series 3) | “No Scrubs – TLC Version” Sound Recording Owner’s Share | $ | 30 | $ | - | $ | 56,640 | 1,888 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| “Creep – TLC Version” (Series 3) | “Creep – TLC Version” Sound Recording Owner’s Share | $ | 30 | $ | - | $ | 73,200 | 2,440 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| Beyonce – “Radio” (Series 2) | “Beyonce’s Radio” Producer’s Share | $ | 36 | $ | - | $ | 28,908 | 803 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| Beyonce – “Countdown and More” (Series 3) | Beyonce – “Countdown and More” Writer’s Share | $ | 72 | $ | - | $ | 3,960 | 55 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| “Young Thug – Best Friend” (Series 2) | “Best Friend” Writer’s Share | $ | 36 | $ | - | $ | 10,224 | 284 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| Queen - “Under Pressure” (Series 2) | “Under Pressure” Producer’s Share | $ | 98 | $ | - | $ | 90,650 | 925 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| Queen - “I Want It All (Series 2)” | “I Want It All Producer’s Share | $ | 98 | $ | - | $ | 147,294 | 1,503 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| Queen - “The Show Must Go On” (Series 2) | “The Show Must Go On” Producer’s Share | $ | 98 | $ | - | $ | 111,132 | 1,134 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| Queen - “Bohemian Rhapsody Soundtrack” (Series 2) | “Bohemian Rhapsody Soundtrack” Producer’s Share | $ | 98 | $ | - | $ | 27,832 | 284 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| Queen - “A Kind of Magic” (Series 2) | “A Kind of Magic” Producer’s Share | $ | 98 | $ | - | $ | 126,616 | 1,292 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| Duran Duran – “Ordinary World” (Series 2) | “Duran Duran’s Ordinary World” Sound Recording Owner’s Share | $ | 63 | $ | - | $ | 17,451 | 277 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| Duran Duran – “Come Undone” (Series 2) |
“Duran Duran’s Come Undone” Sound Recording Owner’s Share | $ | 63 | $ | - | $ | 12,285 | 195 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| Taboo (feat. Angelica Nicole) - “Stand Strong” | Taboo (feat. Angelica Nicole) - “Stand Strong” Artist’s Share of Sound Recording Royalties | $ | 25 | $ | - | $ | 126,000 | 5,040 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| “Chris Brown – Go Crazy” |
Chris Brown - “Go Crazy” Writer’s Share of Public Performance Royalties | $ | 63 | $ | - | $ | 298,852 | 4,744 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| Jeremih - “Birthday Sex” | Jeremih - “Birthday Sex” Publisher’s Share of Performance and Mechanical Royalties | $ | 63 | $ | - | $ | 328,167 | 5,209 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| Sean Paul (feat. Dua Lipa) - “No Lie” | Sean Paul (feat. Dua Lipa) - “No Lie” Writer’s Share of Public Performance Royalties | $ | 63 | $ | - | $ | 242,424 | 3,848 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| Jason Derulo (feat. French Montana) - “Tip Toe” | Jason Derulo (feat. French Montana) - “Tip Toe” Writer’s Share of Public Performance Royalties | $ | 63 | $ | - | $ | 39,627 | 629 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| Chris Brown & Pitbull - Vol.1 | Chris Brown & Pitbull - Vol.1 Writer’s Share of Public Performance Royalties | $ | 63 | $ | - | $ | 40,635 | 645 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| Bebe Rexha, Drake & Nelly Furtado - Vol. 1 | Bebe Rexha, Drake & Nelly Furtado - Vol. 1 Writer’s Share of Public Performance Royalties | $ | 63 | $ | - | $ | 87,570 | 1,390 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| The Struts – “Body Talks” | The Struts “Body Talks” – Writer’s Share of Public Performance Royalties | $ | 63 | $ | - | $ | 20,790 | 330 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
iii
| Royalty Share Unit Name (5) | Underlying Portfolio(s) | Offering Price per Unit(1) |
Minimum Offering Amount(2) |
Maximum Offering Amount(2) |
Maximum Units |
Opening Date |
Closing Date |
Final Amount Sold ($) |
Distributions Paid |
Status(4) | |||||||||||||||||||||||
| Dua Lipa – “Blow Your Mind” | Dua Lipa – “Blow Your Mind” Writer’s Share of Public Performance Royalties | $ | 63 | $ | - | $ | 119,637 | 1,899 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| Kat Dahlia – “I Think I’m In Love” | Kat Dahlia “I Think I’m In Love” Writer’s Share of Public Performance Royalties | $ | 63 | $ | - | $ | 41,454 | 658 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| One Direction – “Nobody Compares & Last First Kiss” | One Direction – “Nobody Compares & Last First Kiss” Producer’s Share of Sound Recording Royalties | $ | 63 | $ | - | $ | 22,176 | 352 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| One Direction – “Kiss You” | One Direction – “Kiss You” Producer’s Share of Sound Recording Royalties | $ | 63 | $ | - | $ | 59,850 | 950 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| One Direction – “Live While We’re Young” | One Direction – “Live While We’re Young” Producer’s Share of Sound Recording Royalties | $ | 63 | $ | - | $ | 54,558 | 866 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| Rachel Platten – “Better Place” | Rachel Platten – “Better Place” Sound Recording Producer’s Share | $ | 63 | $ | - | $ | 43,281 | 687 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| Rachel Platten – “Stand by You” | Rachel Platten – “Stand by You” Sound Recording Producer’s Share | $ | 63 | $ | - | $ | 74,151 | 1,177 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| Rachel Platten – “Fight Song” | Rachel Platten – “Fight Song” Producer’s Share of Sound Recording Royalties | $ | 63 | $ | - | $ | 244,125 | 3,875 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| Arianna Grande & Lady Gaga – “Rain On Me” | Arianna Grande & Lady Gaga – “Rain On Me” Writer’s Share of Public Performance Royalties | $ | 63 | $ | - | $ | 318,465 | 5,055 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| Kenny G. & Luther Vandross - Vol. 1 | Kenny G & Luther Vandross - Vol. 1 Producer’s Share of Sound Recording Royalties | $ | 63 | $ | - | $ | 24,444 | 388 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| Michael Bolton – Vol. 1 | Michael Bolton - Vol. 1 Producer’s Share of Sound Recording Royalties | $ | 63 | $ | - | $ | 37,863 | 601 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| Michael Bolton – Vol. 2 | Michael Bolton - Vol. 2 Producer’s Share of Sound Recording Royalties | $ | 63 | $ | - | $ | 33,075 | 525 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| Mariah Carey – “Without You” | Mariah Carey - “Without You” Producer’s Share of Sound Recording Royalties | $ | 63 | $ | - | $ | 65,079 | 1,033 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| Mariah Carey – “Hero” | Mariah Carey - “Hero” Producer’s Share of Sound Recording Royalties | $ | 63 | $ | - | $ | 59,535 | 945 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| Mariah Carey – “One Sweet Day” | Mariah Carey - “One Sweet Day” Producer’s Share of Sound Recording Royalties | $ | 63 | $ | - | $ | 40,194 | 638 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| Mariah Carey – “Love Takes Time” | Mariah Carey - “Love Takes Time” Producer’s Share of Sound Recording Royalties | $ | 63 | $ | - | $ | 24,885 | 395 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| Mariah Carey – Vol. 1 | Mariah Carey - Vol. 1 Producer’s Share of Sound Recording Royalties | $ | 63 | $ | - | $ | 49,770 | 790 | N/A | N/A | N/A | N/A | Not Yet Qualified | ||||||||||||||||||||
| (1) | The offering price per Royalty Share Unit for this offering was determined by our company. |
| (2) | The Minimum Offering Amount is the minimum amount of proceeds our company must raise in order to close on investments in the applicable offering. The Maximum Offering Amount includes the cost to acquire the 100% of the Music Royalty Asset set forth in the “Underlying Portfolio(s)” column in the table above, and, as applicable, the Minimum Offering Amount represents the cost to a smaller percentage of that Music Royalty Asset (as set forth in the applicable Royalty Share Agreement). Each of the minimum and maximum offering amounts (with the exception of the “TLC” offerings) also includes the Sourcing Fee. |
| (3) | Represents total distributions paid to holders of Royalty Share Units as of the date of this offering circular. |
| (4) | In this column, “Not Yet Qualified” indicates offerings submitted for review to the SEC under this offering statement, but that have not yet been qualified by the SEC. “Open” indicates that the offering has been qualified by the SEC and the company is actively accepting investments in that offering. “Closed” indicates that the offering was previously Open and accepting investments but is now no longer accepting investments. “Withdrawn” indicates an offering that was either previously qualified by the SEC or submitted to the SEC for qualification in an offering statement that the company has subsequently decided to cancel, returning any investments received by the company from investors in that offering and preventing any future investment in that offering. |
| (5) | From time to time, the Company may re-offer Royalty Share Units related to a Music Royalty Asset that was previously offered to investors in a prior qualified offering, but was not completely sold in that offering. In this column, a “Series [X]” designation indicates such an offering (i.e. “Series 2” would be the 2nd offering of Royalty Share Units related to the same underlying Music Royalty Asset). The underlying rights of the “Series [X]” Royalty Share Units are identical to those of the original offering, and flow from the same Royalty Share Agreement related to those Royalty Share Units that was filed with the original offering. |
iv
The company previously offered is Royalty Share Units pursuant to an offering statement on Form 1-A (File No.: 024-12524), in which the Royalty Share Units set forth in the table below were offered and sold. On April 30, 2025, this offering was terminated.
| Royalty Share Unit Name(4) | Underlying Portfolio(s) | Offering Price per Unit(1) |
Minimum Offering Amount(2) |
Maximum Offering Amount(2) |
Maximum Units |
Opening Date |
Closing Date |
Final Amount Sold ($) |
Distributions Paid |
|||||||||||||||||||||
| “No Scrubs – TLC Version” (Series 2) | “No Scrubs – TLC Version” Sound Recording Owner’s Share | $ | 120 | $ | - | $ | 61,440 | 512 | December 20, 2024 | April 30, 2025 | $ | 4,800 | $ | 2,180.50 | ||||||||||||||||
| “Creep – TLC Version” (Series 2) | “Creep – TLC Version” Sound Recording Owner’s Share | $ | 120 | $ | - | $ | 76,200 | 635 | December 20, 2024 | April 30, 2025 | $ | 3,000 | $ | 35.00 | ||||||||||||||||
| “Beyonce’s Radio” | “Beyonce’s Radio” Producer’s Share | $ | 36 | $ | - | $ | 38,880 | 1,080 | December 20, 2024 | April 30, 2025 | $ | 9,972 | N/A | |||||||||||||||||
| Beyonce - “Countdown” and More (Series 2) | “Beyonce’s Countdown and More” Writer’s Share | $ | 72 | $ | - | $ | 37,152 | 516 | December 20, 2024 | April 30, 2025 | $ | 33,192 | $ | 2,331.80 | ||||||||||||||||
| “Young Thug – Best Friend” | “Best Friend” Writer’s Share | $ | 36 | $ | - | $ | 19,872 | 552 | December 20, 2024 | April 30, 2025 | $ | 9,648 | N/A | |||||||||||||||||
| “Under Pressure” | “Under Pressure” Producer’s Share | $ | 98 | $ | - | $ | 157,486 | 1,607 | December 20, 2024 | April 30, 2025 | $ | 66,836 | $ | 586.72 | ||||||||||||||||
| “I Want It All” | “I Want It All Producer’s Share | $ | 98 | $ | - | $ | 164,444 | 1,678 | December 20, 2024 | April 30, 2025 | $ | 17,150 | $ | 64.89 | ||||||||||||||||
| “The Show Must Go On” | “The Show Must Go On” Producer’s Share | $ | 98 | $ | - | $ | 123,774 | 1,263 | December 20, 2024 | April 30, 2025 | $ | 12,642 | $ | 109.80 | ||||||||||||||||
| “Bohemian Rhapsody Soundtrack” | “Bohemian Rhapsody Soundtrack” Producer’s Share | $ | 98 | $ | - | $ | 64,484 | 658 | December 20, 2024 | April 30, 2025 | $ | 36,652 | $ | 416.89 | ||||||||||||||||
| “A Kind of Magic” | “A Kind of Magic” Producer’s Share | $ | 98 | $ | - | $ | 139,062 | 1,419 | December 20, 2024 | April 30, 2025 | $ | 12,446 | $ | 163.41 | ||||||||||||||||
| “Anything At All – 2024 Version” | “Anything At All – 2024 Version” Sound Recording Owner’s Share | $ | 63 | $ | - | $ | 63,000 | 1,000 | December 20, 2024 | April 30, 2025 | $ | 5,292 | N/A | |||||||||||||||||
| “Duran Duran’s Ordinary World” | “Duran Duran’s Ordinary World” Sound Recording Owner’s Share | $ | 63 | $ | - | $ | 64,134 | 1,018 | March 31, 2025 | April 30, 2025 | $ | 14,616 | $ | 1,126.80 | ||||||||||||||||
| “Duran Duran’s Come Undone” | “Duran Duran’s Come Undone” Sound Recording Owner’s Share | $ | 63 | $ | - | $ | 53,676 | 852 | March 31, 2025 | April 30, 2025 | $ | 14,553 | $ | 162.27 | ||||||||||||||||
| (1) | The offering price per Royalty Share Unit for this offering was determined by our company. |
| (2) | The Minimum Offering Amount is the minimum amount of proceeds our company must raise in order to close on investments in the applicable offering. The Maximum Offering Amount includes the cost to acquire the 100% of the Music Royalty Asset set forth in the “Underlying Portfolio(s)” column in the table above, and, as applicable, the Minimum Offering Amount represents the cost to a smaller percentage of that Music Royalty Asset (as set forth in the applicable Royalty Share Agreement). Each of the minimum and maximum offering amounts (with the exception of the “TLC” offerings) also includes the Sourcing Fee. |
| (3) | Represents total distributions paid to holders of Royalty Share Units as of the date of this offering circular. |
| (4) | From time to time, the Company may re-offer Royalty Share Units related to a Music Royalty Asset that was previously offered to investors in a prior qualified offering, but was not completely sold in that offering. In this column, a “Series [X]” designation indicates such an offering (i.e. “Series 2” would be the 2nd offering of Royalty Share Units related to the same underlying Music Royalty Asset). The underlying rights of the “Series [X]” Royalty Share Units are identical to those of the original offering, and flow from the same Royalty Share Agreement related to those Royalty Share Units that was filed with the original offering. |
v
The company previously offered is Royalty Share Units pursuant to an offering statement on Form 1-A (File No. 024-11532), in which the Royalty Share Units set forth in the table below were offered and sold. On September 27, 2024, this offering was terminated.
| Royalty Share Unit Name | Underlying Portfolio(s) | Offering Price per Unit |
Minimum Offering Amount(2) |
Maximum Offering Amount(2) |
Maximum Units |
Opening Date |
Closing Date |
Final Amount Sold ($) |
Distributions Paid(3) |
|||||||||||||||||||||
| “Hit The Quan” | “Hit the Quan” Producer’s Share | $ | 16.00 | (1) | $ | 31,200 | $ | 31,200 | 1,950 | September 30, 2021 | February 22, 2022 | $ | 31,200 | $ | 18,583.50 | |||||||||||||||
| “Sanguine Paradise” | “Sanguine Paradise” Writer’s Share | $ | 250.00 | (1) | $ | 47,500 | $ | 158,000 | 632 | February 9, 2022 | N/A | N/A | N/A | |||||||||||||||||
| “Gang Forever” | “Gang Forever” Artist’s Share | $ | 250.00 | (1) | $ | 57,000 | $ | 190,000 | 760 | February 9, 2022 | N/A | N/A | N/A | |||||||||||||||||
| “3 Headed Goat” | “3 Headed Goat” Writer’s Share | $ | 250.00 | (1) | $ | 161,500 | $ | 537,750 | 2,151 | February 9, 2022 | N/A | N/A | N/A | |||||||||||||||||
| “Chippass” | “Chippass” Record Label’s Share | $ | 250.00 | (1) | $ | 13,750 | $ | 27,750 | 111 | September 13, 2022 | October 13, 2022 | $ | 27,750 | $ | 7,535.79 | |||||||||||||||
| “DJ Fresh” | “DJ Fresh” Record Label’s Share & Writer’s Share | $ | 300.00 | (1) | $ | 39,600 | $ | 79,200 | 264 | September 13, 2022 | N/A | N/A | N/A | |||||||||||||||||
| “Runnin’ (Lose It All)” | “Runnin’ (Lose It All)” Writer’s Share & Publisher’s Share | $ | 250.00 | (1) | $ | 133,250 | $ | 266,500 | 1,066 | November 22, 2022 | N/A | N/A | N/A | |||||||||||||||||
| “Fear No More” | “Fear No More” Writer’s Share | $ | 100.00 | (1) | $ | 7,700 | $ | 14,000 | 140 | November 22, 2022 | December 22, 2022 | $ | 14,000 | $ | 3,437.00 | |||||||||||||||
| “Cross Me” | “Cross Me” Writer’s Share | $ | 100.00 | (1) | $ | 11,500 | $ | 21,500 | 215 | November 22, 2022 | February 6, 2023 | $ | 12,300 | $ | 1,758.02 | |||||||||||||||
| “YoungBoy NBA – Drawing Symbols” | “YoungBoy NBA – Drawing Symbols” Writer’s Share | $ | 100.00 | (1) | $ | 7,700 | $ | 13,800 | 138 | January 3, 2023 | N/A | N/A | N/A | |||||||||||||||||
| “Onyx, Travis Scott, The Notorious B.I.G. & More” | “Onyx, Travis Scott, The Notorious B.I.G. & More” Writer’s Share (excluding Performance) & Publisher’s Share | $ | 150.00 | (1) | $ | 33,000 | $ | 64,500 | 430 | January 3, 2023 | February 2, 2023 | $ | 64,500 | $ | 15,411.20 | |||||||||||||||
| “Young L” | “Young L” Writer’s Share & Co-Publisher’s Share | $ | 103.00 | (1) | $ | 10,197 | $ | 20,394 | 198 | March 6, 2023 | March 13, 2023 | $ | 20,394 | $ | 5,940.00 | |||||||||||||||
| “Cainon Lamb” | “Cainon Lamb” Writer’s Share | $ | 150.00 | (1) | $ | 86,250 | $ | 171,000 | 1,140 | March 6, 2023 | April 30, 2023 | $ | 104,400 | $ | 17,761.92 | |||||||||||||||
| “Erik Cain” | “Erik Cain” Sound Recording Owner’s Share | $ | 100.00 | (1) | $ | 15,700 | $ | 29,800 | 298 | March 6, 2023 | March 24, 2023 | $ | 29,800 | $ | 5,748.42 | |||||||||||||||
| “No Scrubs – TLC Version” | “No Scrubs – TLC Version” Sound Recording Owner’s Share | $ | 100.00 | (1) | N/A | $ | 130,000 | 1,300 | August 28, 2023 | September 21, 2024 | $ | 78,800 | $ | 4,441.99 | ||||||||||||||||
| “Creep – TLC Version” | “Creep – TLC Version” Sound Recording Owner’s Share | $ | 100.00 | (1) | N/A | $ | 105,000 | 1,050 | August 28, 2023 | September 21, 2024 | $ | 41,500 | $ | 997.50 | ||||||||||||||||
| “Diggin On You – TLC Version” | “Diggin On You – TLC Version” Sound Recording Owner’s Share | $ | 110.00 | (1) | N/A | $ | 22,000 | 200 | August 28, 2023 | July 31, 2024 | $ | 22,000 | $ | 218.00 | ||||||||||||||||
| “Swish Swish” | “Swish Swish” Writer’s Share & Publisher’s Share | $ | 100.00 | $ | 18,200 | $ | 36,300 | 363 | December 6, 2023 | January 16, 2024 | $ |
36,300 |
$ | 2,562.78 | ||||||||||||||||
| “Allstar JR 3 Macs” | “Allstar JR 3 Macs” Sound Recording “Shaudie Man STEP” Owner’s Share | $ | 50.00 | $ | 36,550 | $ | 73,100 | 1,462 | N/A | N/A | N/A | N/A | ||||||||||||||||||
| “Shaudie Man STEP” | Sound Recording Owner’s Share | $ | 50.00 | $ | 19,950 | $ | 39,900 | 798 | N/A | N/A | N/A | N/A | ||||||||||||||||||
| “Willie Taylor Soakin Wet” | “Willie Taylor Soakin Wet” Sound Recording Owner’s Share | $ | 50.00 | $ | 19,750 | $ | 39,500 | 790 | N/A | N/A | N/A | N/A | ||||||||||||||||||
| “Beyonce’s Radio” | “Beyonce’s Radio” Producer’s Share | $ | 30.00 | $ | 16,200 | $ | 32,400 | 1,080 | July 12, 2024 | N/A | N/A | N/A | ||||||||||||||||||
| Bullet Boys – I Know There’s Something Going On | “I Know There’s Something Going On” Sound Recording Owner’s Share | $ | 50.00 | $ | 15,150 | $ | 30,250 | 605 | July 12, 2024 | N/A | N/A | N/A | ||||||||||||||||||
| Bullet Boys– Smooth Up In Ya – 2024 Version | “Smooth Up” Sound Recording Owner’s Share | $ | 60.00 | $ | 18,180 | $ | 36,300 | 605 | July 12, 2024 | N/A | N/A | N/A | ||||||||||||||||||
| Beyonce – “Countdown” and More | “Beyonce – Countdown and More” Writer’s Share | $ | 60.00 | $ | 35,160 | $ | 70,260 | 1,171 | July 12, 2024 | September 21, 2024 | $ | 39,300 | N/A | |||||||||||||||||
| “Justin Bieber’s Rockin’ Around the Christmas Tree” | “Rockin’ Around the Christmas Tree” Producer’s Share | $ | 31.50 | $ | 47,250 | $ | 94,500 | 3,000 | July 12, 2024 | N/A | N/A | N/A | ||||||||||||||||||
| “Young Thug – Best Friend” | “Best Friend” Writer’s Share | $ | 30.00 | $ | 8,280 | $ | 16,560 | 552 | July 12, 2024 | N/A | N/A | N/A | ||||||||||||||||||
| (1) | The offering price per Royalty Share Unit for this offering was determined by our company. To assist in this determination, our company utilized a “second-price” auction during the testing the waters period under Rule 255 of Regulation A. |
| (2) | The Minimum Offering Amount is the minimum amount of proceeds our company had to raise in order to close on investments in the applicable offering. The Maximum Offering Amount includes the cost to acquire the 100% of the Music Royalty Asset set forth in the “Underlying Portfolio(s)” column in the table above, and, as applicable, the Minimum Offering Amount represents the cost to a smaller percentage of that Music Royalty Asset (as set forth in the applicable Royalty Share Agreement). Each of the minimum and maximum offering amounts (with the exception of the “Hit the Quan” and “TLC” offerings) also includes the Sourcing Fee. |
| (3) | Represents total distributions paid to holders of Royalty Share Units as of the date of this offering circular. |
vi
The following summary is qualified in its entirety by the more detailed information appearing elsewhere in this Offering Circular. You should read the entire Offering Circular and carefully consider, among other things, the matters set forth in the section captioned “Risk Factors.” You are encouraged to seek the advice of your attorney, tax consultant, and business advisor with respect to the legal, tax, and business aspects of an investment in our Royalty Share Units. All references in this Offering Circular to “$” or “dollars” are to United States dollars.
The Company
Overview
Revenue generated in the music industry is expected to grow in the foreseeable future. A June 2019 Goldman Sachs equity research report forecasted that the recorded music market will hit $45 billion by 2030, driven by 1.15 billion users paying for music-streaming subscriptions and 40% penetration in developed markets such as the U.S. Despite this optimistic outlook, many record labels continue to seek alternative methods of financing while optimizing their digital marketing strategy in the music streaming economy. Further, while donation crowdfunding platforms like Kickstarter, and investment platforms like Royalty Exchange have seen some success in providing opportunities to invest in music to the public, investors and music fans still have limited access to investing in music royalty assets. Even those who do have access to top quality music royalty assets are faced with high fees, lack of transparency, and significant operational overheads. With high transactional costs and low transaction volumes, investors in music assets often suffer from illiquidity, resulting in long holding periods that make such investments inaccessible and unattractive for many investors.
We believe our offerings of Royalty Share Units offers a solution to this problem by allowing the public to acquire a portion of music royalties generated by their favorite artists’ albums. The Royalty Share Units allow investors to invest in the royalty streams from compositions by their favorite artists and get royalty distributions related to those assets. Our Royalty Share Units will be offered exclusively via the SongVest Platform – a platform that combines crowdfunding, investing, and a social network involving fans to create a robust online marketplace where the public can acquire Royalty Share Units related to their favorite artists’ music.
We plan to use the proceeds from these offerings of Royalty Share Units to acquire, hold and manage royalty interests derived from intellectual property created in the media industry (“Music Royalty Assets”). Music Royalty Assets are passive (non-operating) interests in media catalogs (collections of work) that provide the right to revenue produced from the catalog. As it relates to music catalogs, this includes revenue generated from streaming, downloads, physical album sales and other forms of usage by movies, television and advertisements. The Royalty Share Units being offered represent the right to a share of revenues flowing from the royalties generated by a particular Music Royalty Asset, which are acquired through Royalty Share Agreements that we enter into with the owners of those Music Royalty Assets.
We intend to acquire Music Royalty Assets ranging in price anywhere from $20,000 to $250,000. Some assets may also be below or above this range. Our mission is to democratize wealth accumulation by providing access, liquidity and transparency to investments in Music Royalty Assets.
Our company may charge a “Sourcing Fee” for Music Royalty Assets acquired using the proceeds from our offerings (the “Sourcing Fee”). The Sourcing Fee will be a percentage of the purchase price of the Music Royalty Asset set forth in the applicable Royalty Share Agreement for each offering, and will generally be set based on the level of difficulty and costs related to sourcing the particular Music Royalty Asset related to the series of Royalty Share Units. The Sourcing Fee will be determined for each offering in the sole discretion of our manager, and may be waived by our manager. Additionally, our company will receive an “Administrative Fee” of up to 10% of value of the value of the royalty payments collected by our company to be distributed to holders of the Royalty Share Units, as compensation for managing the Music Royalty Assets (and corresponding Royalty Share Agreements). The amount of the Administrative Fee will be determined by the company for each series of Royalty Share Units on an individual basis, and will only be received by our company if distributions are made to Royalty Share Unit holders. If no distributions are made, no Administrative Fees will be received by our company.
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History and Structure
Our company is a limited liability company formed on March 18, 2021 pursuant to the Delaware Limited Liability Company Act, or the LLC Act.
From inception through October 2024, our operations were focused on both the offering and sale of Royalty Share Units, as well as the operation of the SongVest Platform, which allows investors to pick and invest in the royalty streams from compositions by artists, and receive royalty distributions from those assets. Additionally, the SongVest Platform allows investors to impact the success of artists with their albums. Record labels are provided with tools and strategies enabled by the SongVest Platform, such as email marketing, to collectively promote albums, potentially furthering the success of a release, and generating more revenue.
In October 2024, our company underwent a restructuring, whereby we became a wholly-owned subsidiary of SAJA LLC, a newly-formed Delaware limited liability company, and certain aspects of our operations – primarily, the ownership and operation of the SongVest Platform – were transferred into a newly-formed sister entity, RT2, which is also a wholly-owned subsidiary of SAJA LLC. Both our company and RT2 are managed by SAJA LLC. As a result of this restructuring, our company’s sole business operation is the acquisition of Music Royalty Assets and making offers and sales of related Royalty Share Units. See “Interest of Management and Others in Certain Transactions” for more information on this restructuring, as well as for a description of certain agreements we entered into in connection with this restructuring.
Manager
Our company is managed by SAJA LLC, a Delaware limited liability company formed on October 3, 2024 (“SAJA”), which also owns 100% of our company. Throughout this Offering Circular, we refer to SAJA as the “manager”.
The manager has identified the Music Royalty Assets that the proceeds of the offerings described in this Offering Circular will be used to purchase, and generally is responsible for the day-to-day operations of our company.
Price Discovery
To determine the per Royalty Share Unit price for each series of such units, we may utilize the SongVest Platform to conduct a “second-price” auction during a testing the waters period under Rule 255 of Regulation A. On the SongVest Platform, a page will display the projected number of Royalty Share Units to be offered in a particular series’ offering in an auction environment. Each bidder can bid for as many or as few Royalty Share Units as they are willing to pay for, subject to a minimum bid size of one Royalty Share Unit. However, all winning test bidders have a projected payment based only on the lowest qualifying (successful) bid. The bid price will only increment higher when all Royalty Share Units of the next bid increment are completely bid out. Then the process repeats itself for the next round of bidding. If there are more successful bids than Royalty Share Units available, priority goes to the bidders whose bids are the highest and then to bidders who submitted their bids first in time. In order to beat a competing bidder, a bidder must bid a higher price per Royalty Share Unit than the other bidder(s), regardless of the number of Royalty Share Units that are being bid for. Bidding is conducted in $1.00 increments.
Any bids submitted in the “second-price” auction described above will only be non-binding indications of interest as required by Rule 255 of Regulation A. No commitments to invest or funds will be accepted prior to qualification of a series of Royalty Share Units. The “second-price” auction is solely being used to gauge interest and to help guide our company in determining a price for a particular offering of Royalty Share Units. Any person who indicated interest as part of the auction process has no obligation to invest or respond to the company’s solicitations following qualification of the offering as the price determined by the auction. Our company has ultimate discretion as to what price will be set for all Royalty Share Units that it offers, and has no obligation to set a particular price based on the results of such an auction. We may also forego conducting a second-price auction altogether, and determine the price for our Royalty Share Units internally.
Distributions
The Royalty Share Units provide investors with the pro rata right to cash flow (consisting of music royalties) generated pursuant to a particular Royalty Share Agreement, following the deduction of Administrative Fees by our company. As royalties are paid to our company pursuant to a Royalty Share Agreement, we will place all those royalties in a designated bank account. Each quarter, all royalties received by our company pursuant to that Royalty Share Agreement will be distributed to the applicable Royalty Share Unitholders on a pro rata basis, after deducting the Administrative Fee. For the terms of each series of Royalty Share Unit being offered by our company, see the “Securities Being Offered” section of this Offering Circular.
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The Offerings
| Securities being offered: |
We are offering the number of Royalty Share Units of each series at a price per interest set forth in the “Series Offering Table” section above.
Each series of Royalty Share Units relates to a different Music Royalty Asset, and has its own terms. See “Securities Being Offered” for further details. The Royalty Share Units are investment contracts which make royalty share payments based on the flow of royalties from a particular Music Royalty Asset, which is governed by the terms of the applicable Royalty Share Agreement relating to the Music Royalty Asset. The Royalty Share Units do not have any voting rights, and do not represent any ownership interest in our company. The purchase of a particular series of Royalty Share Units is an investment only in that particular Music Royalty Asset of our company and does not create any rights to royalty payments from any other Music Royalty Asset. The Royalty Share Agreements are structured as a purchase option, which gives us the right, but not the obligation to purchase a specific Music Royalty Asset subject to the agreement through the proceeds of the unit series offering related to that Music Royalty Asset. | |
| Minimum subscription: | The minimum subscription by an investor is one (1) Royalty Share Unit. The per Royalty Share Unit price will vary by series. | |
| Broker: | We have entered into an agreement with the Dalmore Group, LLC (the “Broker”), which is acting as our executing broker in connection with each offering. The Broker is a broker-dealer which is registered with the Commission and will be registered in each state where each offering will be made prior to the launch of such offering and with such other regulators as may be required to execute the sale transactions and provide related services in connection with each offering. The Broker is a member of Financial Industry Regulatory Authority, Inc., or FINRA, and the Securities Investor Protection Corporation, or SIPC. | |
| Restrictions on investment: |
Each investor must be a “qualified purchaser.” See “Plan of Distribution and Selling Securityholders—Investor Suitability Standards” for further details. Our manager may, in its sole discretion, decline to admit any prospective investor, or accept only a portion of such investor’s subscription, regardless of whether such person is a “qualified purchaser.” Furthermore, our manager anticipates only accepting subscriptions from prospective investors located in states where the Broker is registered.
Generally, no sale may be made to you in any offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(c) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov. | |
| Escrow account: |
For any offering with a minimum, the subscription funds advanced by prospective investors as part of the subscription process will be held in a non-interest-bearing escrow account with North Capital Private Securities Corporation, the “Escrow Agent”, and will not be commingled with the operating account of any series of units until, if and when there is a closing with respect to that investor group. |
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When the Escrow Agent has received instructions from our manager that an offering will close and the investor’s subscription is to be accepted (either in whole or part), then the Escrow Agent shall disburse such investor’s subscription proceeds in its possession to the account of the particular series of units.
If any offering is terminated without a closing, or if a prospective investor’s subscription is not accepted or is cut back due to oversubscription or otherwise, such amounts placed into escrow by prospective investors will be returned promptly to them without interest. Any costs and expenses associated with a terminated offering will be borne by our manager. |
| Offering period: | There will be a separate closing with respect to each offering. The closing of an offering will occur on the earliest to occur of (i) the date subscriptions for the number of Royalty Share Units offered for a series have been accepted or (ii) a date determined by our manager in its sole discretion, provided that, if a minimum offering amount has been established, subscriptions for the minimum number of Royalty Share Units offered for that series have been accepted. If closing has not occurred, an offering shall be terminated upon (i) the date which is one year from the date such Offering Circular or amendment thereof, as applicable, is qualified by the Commission, which period may be extended with respect to a particular series by an additional six months by our manager in its sole discretion, or (ii) any date on which our manager elects to terminate the offering for a particular series of units in its sole discretion. No securities are being offered by existing securityholders. |
| Use of proceeds: | The proceeds received in an offering will be applied in the following order of priority of payment: | |||
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Acquisition Cost of the Music Royalty Asset: Actual cost of the underlying Music Royalty Asset related to a series of Royalty Share Units; | |||
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Offering Expenses: In general, these costs include actual fees, costs and expenses incurred in connection with an offering, including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering; | |||
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Acquisition Expenses: In general, these include costs associated with the acquisition of the Music Royalty Assets related to a series of Royalty Share Units, such as due diligence costs (i.e. lien searches, confirming sellers have valid royalty rights, etc.) and legal costs (in connection with contract drafting, etc.). | |||
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Sourcing Fee: We will be paid a Sourcing Fee from the proceeds of each offering as compensation for sourcing each Music Royalty Asset, which will be a percentage of the consideration being paid for the “purchase price” for the Music Royalty Asset set forth in the applicable Royalty Share Agreement for each offering; provided that such Sourcing Fee may be waived by the company, at the discretion of our manager. | |||
| Our company bears all offering expenses and acquisition expenses described above on behalf of each series of Royalty Share Units that are offered by the company and will be reimbursed from the proceeds of each offering for certain offering expenses, but not for acquisition expenses or certain offering expenses (such as legal costs, etc.). See “Use of Proceeds to Issuer” and “Plan of Distribution and Selling Securityholders—Fees and Expenses” sections for further details. | ||||
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| Risk factors: | Investing in our Royalty Share Units involves risks. See the section entitled “Risk Factors” in this Offering Circular and other information included in this Offering Circular for a discussion of factors you should carefully consider before deciding to invest in our Royalty Share Units. Certain risks investors should consider include: | |||
| ● | We are an early-stage company with a limited track record and a limited operating history from which you can evaluate our company or the investment opportunities we are providing in this offering. | |||
| ● | Our auditor has issued a “going concern” opinion in the financial statements included with this offering circular. We currently are not generating sufficient revenue to carry out our planned business operations. We expect our operations to continue to consume substantial amounts of cash. | |||
| ● | We expect that, in order to maintain and grow our operations, we will need to promote multiple Royalty Share Unit offerings. There can be no assurance that we will be able to promote enough offerings to sustain our business model. | |||
| ● | There are few businesses that have pursued a strategy or investment objective similar to ours, which may make it difficult for our company and Royalty Share Units to gain market acceptance. | |||
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We are substantially reliant on our ability to utilize the SongVest Platform. |
| ● | Our success depends in large part upon our manager and its ability to execute our business plan. | |||
| ● | In the event a royalty holder breaches the terms of a Royalty Share Agreement, we would have limited recourse and due to that we may not be able to collect the royalties the royalty holder represented and may not be able to get the funds paid to the royalty holder back to reimburse the investors. |
| ● | Potential breach of the security measures of the SongVest Platform could have a material adverse effect on our company. | |||
| ● | We may encounter limitations on the effectiveness of our internal controls and a failure of our internal controls to prevent error or fraud may harm our business and holders of Royalty Share Units. | |||
| ● | Income generated by music royalty rights may be reduced if the recorded music industry fails to grow or streaming revenue fails to grow at a sufficient rate to offset download and physical sales declines. | |||
| ● | Changes in technology may affect our ability to receive payments from music royalty rights. | |||
| ● | Failure to obtain, maintain, protect and enforce our intellectual property rights could substantially harm our business, operating results and financial condition. |
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| ● | Digital piracy may lead to decreased sales in the recorded music industry and affect our ability to receive income from music royalty rights. | |||
| ● | Sellers of the Music Royalty Assets do not owe any fiduciary duties to us or our investors, and they have no obligation to enhance the value of the underlying music royalty rights or disclose information to our investors. | |||
| ● | Any amounts paid to holders of a particular series of Royalty Share Units will only reflect the royalty performance of the underlying Music Royalty Asset. | |||
| ● | There is currently no public trading market for our Royalty Share Units; there can be no assurance that any trading market will develop. | |||
| ● | If a market ever develops for our Royalty Share Units, the market price and trading volume may be volatile. | |||
| ● | There may be state law restrictions on an investor’s ability to sell its Royalty Share Units making it difficult to transfer, sell or otherwise dispose of our Royalty Share Units. | |||
| ● | Investors in this offering may not be entitled to a jury trial with respect to claims arising under the subscription agreement, which could result in less favorable outcomes to the plaintiff(s) in any action under subscription agreement. | |||
| ● | Our subscription agreement has a forum selection provisions that requires that certain disputes be resolved in a court in the State of North Carolina, regardless of convenience or cost to shareholders. |
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The Royalty Share Units offered hereby are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose their entire investment. There can be no assurance that our investment objectives will be achieved or that a secondary market would ever develop for our Royalty Share Units, whether via the SongVest Platform, via third party registered broker-dealers or otherwise. The risks described in this section should not be considered an exhaustive list of the risks that prospective investors should consider before investing in our Royalty Share Units. Prospective investors should obtain their own legal and tax advice prior to making an investment in our Royalty Share Units and should be aware that an investment in our Royalty Share Units may be exposed to other risks of an exceptional nature from time to time. The following considerations are among those that should be carefully evaluated before making an investment in our Royalty Share Units.
Risks Related to the Structure, Operation and Performance of our Company
We are an early-stage company with a limited track record and a limited operating history from which you can evaluate our company or the investment opportunities we are providing in this offering.
Our company was recently formed and has primarily generated revenues to date from operations that are secondary to our company’s primary plan of operations (which is the acquiring and managing of Music Royalty Assets) and further, which our company no longer engages in as result of our October 2024 restructuring. With respect to acquiring and managing Music Royalty Assets, our company has limited operating history upon which prospective investors may evaluate its performance. No guarantee can be given that our company will successfully employ the Music Royalty Assets to create a return for investors.
Our auditor has issued a “going concern” opinion in the financial statements included with this offering circular. We currently are not generating sufficient revenue to carry out our planned business operations. We expect our operations to continue to consume substantial amounts of cash.
Our company’s audited financials indicate substantial doubt about our company’s ability to continue as a going concern. Our company reported net losses during the years ended December 31, 2024 and 2024, and reported negative cash flows from operations during the years ended December 31, 2024 and 2023. We expect that, until we acquire a sufficient amount of Music Royalty Assets, we will not be generating sufficient revenue to carry out our planned operations. In order to generate sufficient revenues to carry out our plan of operations and cover our expenses, including the expenses of our offerings, we believe we will need to continue to acquire Music Royalty Assets until we reach a sufficient scale. We expect that our costs may increase as we continue identifying and negotiating with artists and record labels and entering into new Royalty Share Agreements and thereby incurring more costs. Further, the Music Royalty Assets we license may still be in development (such as an incomplete music album from an artist) and therefore may not be generating sales when we acquire such assets. If a lack of available capital means that we are unable to expand our operations or otherwise take advantage of business opportunities, our business, financial condition and results of operations could be adversely affected.
We expect that, in order to maintain and grow our operations, we will need to promote multiple Royalty Share Unit offerings. There can be no assurance that we will be able to promote enough offerings to sustain our business model.
Although SongVest already has a pipeline of royalty holders to seed our company with offerings, we will need to have a continuous pipeline of offerings that allow us to achieve certain economies of scale in regard to marketing, distribution and other functions. However, we may fail to have a sufficient pipeline of offerings to support our business model and we may fail to achieve economies of scale. There can be no assurance that we will be able to have a sufficient number of successful offerings to achieve revenues that exceed our costs and margins that justify our continued operations.
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There are few businesses that have pursued a strategy or investment objective similar to ours, which may make it difficult for our company and Royalty Share Units to gain market acceptance.
We believe that few other companies crowd fund Music Royalty Assets or propose to run a platform for crowd funding Music Royalty Assets. Our company and our Royalty Share Units may not gain market acceptance from potential investors, potential asset sellers or service providers within the music industry. This could result in an inability of our manager to operate the Music Royalty Assets profitably. This could impact the issuance of further series of Royalty Share Units and additional Music Royalty Assets being acquired by us. This would further inhibit market acceptance of our company and if we do not acquire any additional Music Royalty Assets in a timely manner, it will be difficult for us to establish a sustainable business strategy and gain market acceptance.
We are substantially reliant on our ability to utilize the SongVest Platform.
Our strategy for offering and selling Royalty Share Units is substantially dependent on our ability to utilize the SongVest Platform. In October 2024, we entered into a Services Agreement with RT2, our affiliate and owner of the SongVest Platform, which provides us with access to, and use of the SongVest Platform to facilitate a number of functions related to our Royalty Share Unit offerings, including “testing the waters” communications, marketing, “second price” auctions, as hosting our offerings, as well as processing subscriptions. While both our company and RT2 is owned and managed by SAJA, if for any reason our Services Agreement were cancelled and we were no longer able to utilize the SongVest Platform, we would likely experience a significant material adverse effect as a result, and would likely have to expend significant financial and management resources towards finding an alternative platform to support our offerings – and we may ultimately be unsuccessful in pivoting away from the SongVest Platform.
Our success depends in large part upon our manager and its ability to execute our business plan.
The successful operation of our company is in part dependent on the ability of our manager to enter into Royalty Share Agreements for Music Royalty Assets. The success of our company (and therefore, each series of Royalty Share Units) will be highly dependent on the expertise and performance of our manager, its expert network and other investment professionals (which include third party experts) to source, acquire and manage the Music Royalty Assets. The loss of the services of one or both members of the manager could have a material adverse effect on the Music Royalty Assets, in particular, their ongoing management and ability to provide value for the holders of the series Royalty Share Units.
In the event a royalty holder breaches the terms of a Royalty Share Agreement, we would have limited recourse and due to that we may not be able to collect the royalties the royalty holder represented and may not be able to get the funds paid to the royalty holder back to reimburse the investors.
Each Royalty Share Agreement will be between a royalty holder and SongVest. Holders of our Royalty Share Units will have no rights under any Royalty Share Agreement, whether as third-party beneficiaries or otherwise. In the event that we terminate any Royalty Share Agreement due to a material breach by a royalty holder – for example, if the royalties they represent they owned were in fact not theirs to assign royalty income rights to – we will likely not make any royalty payments to holders of the relevant Royalty Share Units.
We intend to enforce all contractual obligations to the extent we deem necessary and in the best interests of our company and holders of Royalty Share Units. However, the royalty holder who misrepresents the royalties they have assigned in the Royalty Share Agreement may not return some or all of the payments they received as part of the sale of the Music Royalty Asset to SongVest, which means that Royalty Share Unit holders may not receive some or all of the investment they made in those units.
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Potential breach of the security measures of the SongVest Platform could have a material adverse effect on our company.
The highly automated nature of the SongVest Platform through which potential investors bid during the testing the waters phase, or acquire Royalty Share Units may make it an attractive target and potentially vulnerable to cyber-attacks, computer viruses, physical or electronic break-ins or similar disruptions. The SongVest Platform processes certain confidential information about investors, and while there are measures in place to protect confidential information and maintain appropriate cybersecurity of the SongVest Platform, there can be no guarantee that such measures will be sufficient to prevent a cybersecurity breach of the data of the SongVest Platform. Any accidental or willful security breaches or other unauthorized access to the SongVest 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 RT2, LLC or our shared parent company and manager to liability related to the loss of the information or time-consuming and expensive litigation. It could also expose us to negative publicity, or loss of the proprietary nature of our manager’s and our affiliates’ trade secrets. If security measures are breached because of third-party action, employee error, malfeasance or otherwise, or if design flaws in the SongVest Platform software are exposed and exploited, the relationships between our company, investors, users and the asset sellers could be severely damaged, and our company could incur liability or have its attention significantly diverted from utilization of the Music Royalty Assets, which could have a material negative impact on the value and payments available for the Royalty Share Units.
Because techniques used to sabotage or obtain unauthorized access to systems change frequently and generally are not recognized until they are launched against a target, we, the third-party hosting used by the SongVest Platform and other third-party service providers may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, federal regulators and many federal and state laws and regulations require companies to notify individuals of data security breaches involving their personal data. These mandatory disclosures regarding a security breach are costly to implement and often lead to widespread negative publicity, which may cause investors, the asset sellers or service providers within the industry, including insurance companies, to lose confidence in the effectiveness of the secure nature of the SongVest Platform. Any security breach, whether actual or perceived, could harm our reputation and that of the SongVest Platform, which is an integral part of our business and offering ecosystem. This could impair our ability to achieve our objectives of acquiring additional Music Royalty Assets through the issuance of further series of Royalty Share Units and monetizing them together with existing assets through revenue generating events and leasing opportunities.
We may encounter limitations on the effectiveness of our internal controls and a failure of our internal controls to prevent error or fraud may harm our business and holders of Royalty Share Units.
Because we operate with minimal employees, we may encounter limitations on the effectiveness of our internal controls over financial reporting, public disclosures and other matters. For example, as a result of our staffing, our processing of financial information may suffer from a lack of segregation of duties, such that journal entries and account reconciliations are not reviewed by someone other than the preparer. If we encounter limitations on the effectiveness of our internal controls and are unable to remediate them, we may not be able to report our financial results accurately, prevent fraud or file our periodic reports as a Regulation A reporting company in an accurate, complete and timely manner. This could harm our business and holders of Royalty Share Units.
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Risks Related to the Music Industry
Income generated by music royalty rights may be reduced if the recorded music industry fails to grow or streaming revenue fails to grow at a sufficient rate to offset download and physical sales declines.
Legal digital music continues to dominate the recorded music industry’s revenue stream, with streaming revenue accounting for the largest share of overall revenue in the recorded music business. According to the International Federation of the Phonographic Industry (“IFPI”) 2025 Global Music Report, global recorded music revenues grew for the tenth consecutive year in 2024, increasing 4.8% to US $29.6 billion and driven primarily by digital formats. Streaming remained the dominant format globally in 2024, accounting for approximately 69% of total recorded music revenues and generating over US $20 billion in revenue, with paid subscription streaming revenues rising around 9.5% and total paid subscribers reaching about 752 million worldwide. In the United States, recorded music revenue also reached record levels in 2024, with streaming making up a significant majority (about 84%) of total revenue and more than 100 million paid subscribers, reflecting both global and domestic trends toward digital consumption. There can be no assurances that this growth pattern will persist or that digital revenue will grow at a rate sufficient to offset declines in physical sales, or that changes in streaming models will not negatively impact income generated from our music royalty rights. A declining recorded music industry is likely to lead to reduced levels of revenue and operating income generated by the recorded music business. There are also a variety of factors that could cause the prices in the recorded music industry to be reduced. They are, among others, consumption during a global pandemic and fear for economic downturns, price competition from the sale of motion pictures and videogames in physical and digital formats, the negotiating leverage of mass merchandisers, big-box retailers and distributors of digital music, the increased costs of doing business with mass merchandisers and big-box retailers as a result of complying with operating procedures that are unique to their needs and any associated changes.
Changes in technology may affect our ability to receive payments from music royalty rights.
The recorded music business is dependent in part on technological developments, including access to and selection and viability of new technologies, and is subject to potential pressure from competitors as a result of their technological developments. For example, the recorded music business may be further adversely affected by technological developments that facilitate the piracy of music, such as Internet peer-to-peer filesharing activity, by an inability to enforce intellectual property rights in digital environments, and by a failure to develop successful business models applicable to a digital environment. The recorded music business also faces competition from other forms of entertainment and leisure activities, such as cable and satellite television, motion pictures, and videogames, whether in physical or digital formats. The new digital business, including the impact of ad-supported music services, some of which may be able to avail themselves of “safe harbor” defenses against copyright infringement actions under copyright laws, may also limit the recorded music industry’s ability to receive income from music royalty rights. Due to such “safe harbor” defenses, revenue from ad-supported music services may not fully reflect increases in consumption of recorded music. In addition, the recorded music industry is currently dependent on a small number of leading digital music services, which allows such services to significantly influence the prices that can be charged in connection with the distribution of digital music. It is possible that the share of music sales by a small number of leading mass-market retailers, as well as online retailers and digital music services, will continue to grow, which could further increase their negotiating leverage and put pressure on prices, ultimately decreasing the income we will receive from music royalty rights.
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Failure to obtain, maintain, protect and enforce our intellectual property rights could substantially harm our business, operating results and financial condition.
The success of our company depends on our ability to obtain, maintain, protect and enforce our rights under each Royalty Share Agreement. The measures that we take to obtain, maintain, protect and enforce our rights, including, if necessary, litigation or proceedings before governmental authorities and administrative bodies, may be ineffective, expensive and time-consuming and, despite such measures, we may not be able to enforce royalty collection on our Music Royalty Assets. Additionally, changes in law may be implemented, or changes in interpretation of such laws may occur, that may affect our ability to obtain, maintain, protect or enforce rights to our Music Royalty Assets. Moreover, with music royalty rights, it is possible that despite our due diligence efforts there could be successful challenges by third parties to the ownership of a particular copyright or royalty stream or, if acquired as a group of assets, the entire group in which case the value of the asset(s) might be significantly less valuable, or have no value. Failure to obtain, maintain, protect or enforce our rights could harm our brand or brand recognition and adversely affect our business, financial condition and results of operation.
Digital piracy may lead to decreased sales in the recorded music industry and affect our ability to receive income from music royalty rights.
The combined effect of the decreasing cost of electronic and computer equipment and related technology such as the conversion of music into digital formats have made it easier for consumers to obtain and create unauthorized copies of music recordings in the form of, for example, MP3 files. For example, a 2023 IFPI “Engaging with Music” report indicates that online music piracy remains a significant issue globally, with 29% of music consumers admitting to engaging in some form of copyright infringement. Stream-ripping continues to be the dominant form of piracy, representing 26% of illegal activity, with its prevalence especially high among younger demographics—43% of people aged 16-24 reported using stream-ripping services. The main motivation for piracy remains the desire to avoid paying for music subscriptions, as 55% of stream-rippers stated this as their reason. Such piracy will have a negative effect on revenues attributable to music royalty rights we acquire. In addition, while growth of music-enabled mobile consumers offers new opportunities for growth in the music industry, it also opens the market up to risks from behaviors such as “sideloading” and mobile app-based downloading of unauthorized content. As the business shifts to streaming music or access models, piracy in these models is increasing. For example, the practice of “stream-ripping,” where websites or software programs enable end-users to obtain an unauthorized copy of the audio file associated with a music video, is a growing practice among young people and in parts of the world with high mobile data costs. The impact of digital piracy on legitimate music sales and subscriptions is hard to quantify but we believe that illegal filesharing and other forms of unauthorized activity has a substantial negative impact on music sales and on the royalty income that we may receive, including royalties derived from music royalty rights. The music industry is working to control this problem in a variety of ways including by litigation, by lobbying governments for new, stronger copyright protection laws and more stringent enforcement of current laws, through graduated response programs achieved through cooperation with Internet service providers and legislation being advanced or considered in many countries, through technological measures and by enabling legitimate new media business models. However, we do not know whether such measures will be effective, and if such measures are not effective, our royalty income derived from our music royalty rights may decrease.
Sellers of the Music Royalty Assets do not owe any fiduciary duties to us or our investors, and they have no obligation to enhance the value of the underlying music royalty rights or disclose information to our investors.
The intellectual property owners have no obligation to enhance the value of the underlying music royalty rights we may acquire. For example, the recording artist may decide to retire which may have the effect of decreasing future royalty income on the music. Furthermore, neither the recording artist nor the intellectual property rights owner owe any fiduciary duties to us or our investors. Our investors will have no recourse directly against the recording artist or the intellectual property rights owner, either under the agreement to purchase the music royalty rights or under state or federal securities laws.
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Risks Related to the Offerings and Ownership of our Royalty Share Units
Any amounts paid to holders of a particular series of Royalty Share Units will only reflect the royalty performance of the underlying Music Royalty Asset.
Investors are acquiring Royalty Share Units which reflect the royalty performance only of the Music Royalty Asset associated with those units. As such, investors will not receive the benefit of diversification in assets or share in the performance of other Music Royalty Assets relating to other series.
There is currently no public trading market for our Royalty Share Units; there can be no assurance that any trading market will develop.
There is currently no public trading market for any series of our Royalty Share Units, and an active market may not develop or be sustained. If an active public trading market for our Royalty Share Units does not develop or is not sustained, it may be difficult or impossible for investors to resell their Royalty Share Units at any price. Even if a public market does develop, the market price could decline below the amount an investor paid for their Royalty Share Units.
If a market ever develops for our Royalty Share Units, the market price and trading volume may be volatile.
If a market develops for our Royalty Share Units, the market price of our Royalty Share Units could fluctuate significantly for many reasons, including reasons unrelated to our performance, such as reports by industry analysts, investor perceptions, or announcements by our competitors regarding their own performance, as well as general economic and industry conditions. For example, to the extent that other companies, whether large or small, within our industry experience declines in their share price, the value of our Royalty Share Units may decline as well.
In addition, fluctuations in operating results of a particular series of Royalty Share Units or the failure of operating results to meet the expectations of investors may negatively impact the price of our securities. Operating results may fluctuate in the future due to a variety of factors that could negatively affect revenues or expenses in any particular reporting period, including vulnerability of our business to a general economic downturn; changes in the laws that affect our operations; competition; compensation related expenses; application of accounting standards; seasonality; and our ability to obtain and maintain all necessary government certifications or licenses to conduct our business.
There may be state law restrictions on an investor’s ability to sell its Royalty Share Units making it difficult to transfer, sell or otherwise dispose of our Royalty Share Units.
Each state has its own securities laws, often called “blue sky” laws, which (1) limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration and (2) govern the reporting requirements for broker-dealers and stock brokers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. Also, the broker must be registered in that state. We do not know whether the Royalty Share Units being offered under this Offering Circular will be registered, or exempt, under the laws of any states. A determination regarding registration will be made by the broker-dealers, if any, who agree to serve as the market-makers for our Royalty Share Units. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our Royalty Share Units. Investors should consider the resale market for our Royalty Share Units to be limited. Investors may be unable to resell their Royalty Share Units, or they may be unable to resell them without the significant expense of state registration or qualification.
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Investors in this offering may not be entitled to a jury trial with respect to claims arising under the subscription agreement, which could result in less favorable outcomes to the plaintiff(s) in any action under subscription agreement.
Those persons who want to invest in our Royalty Share Units must sign a subscription agreement for the particular series of Royalty Share Units, which will contain representations, warranties, covenants, and conditions customary for offerings of this type. Under Section 6 of our subscription agreement, investors waive the right to a jury trial of any claim they may have against our company arising out of or relating to the subscription agreement. This includes legal actions that include claims based on federal securities laws.
If we opposed a jury trial demand based on the waiver, a court would determine whether such waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by a federal court. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether the visibility of the jury trial waiver provision within the agreement is sufficiently prominent such that a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the subscription agreement. You should consult legal counsel regarding the jury waiver provision before investing in this offering.
If you bring a claim against our company in connection with matters arising under the subscription agreement, including claims under federal securities laws, you may not be entitled to a jury trial with respect to those claims, which may have the effect of limiting and discouraging lawsuits against our company. If a lawsuit is brought against our company under the subscription agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in such an action.
Nevertheless, if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the subscription agreement with a jury trial. No condition, stipulation or provision of the subscription agreement serves as a waiver by our company of compliance with any substantive provision of the federal securities laws and the rules and regulations promulgated under those laws.
In addition, when the Royalty Share Units are transferred, the transferee is required to agree to all the same conditions, obligations and restrictions applicable to the Royalty Share Units of the transferor that were in effect immediately prior to the transfer, including but not limited to those in the subscription agreement.
Our subscription agreement has a forum selection provisions that requires that certain disputes be resolved in a court in the State of North Carolina, regardless of convenience or cost to shareholders.
Under our subscription agreement, subscribers are required to resolve disputes related to the subscription agreement in a competent court located in the State of North Carolina. The forum selection provision in our subscription agreement applies to all actions or proceedings relating to the subscription agreement. This forum selection provision does not apply to claims brought under federal securities law.
The forum selection provision in our subscription agreement may limit subscribers’ ability to obtain a favorable judicial forum for disputes with our company, which may discourage lawsuits against the company. The requirement that any action be heard in a competent court in the State of North Carolina, may also create additional expense for any person contemplating an action against our company, or limit the access to information to undertake such an action, further discouraging lawsuits.
It is also possible that, notwithstanding the forum selection clause included in our subscription agreement, a court could rule that such provision is inapplicable or unenforceable. Alternatively, if a court were to find the provision inapplicable to, or unenforceable in, an action, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.
In addition, when the Royalty Share Units are transferred, the transferee is required to agree to all the same conditions, obligations and restrictions applicable to the Royalty Share Units of the transferor that were in effect immediately prior to the transfer of the Royalty Share Units, including but not limited to those in the subscription agreement.
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Dilution means a reduction in value, control or earnings of the Royalty Share Units the investor owns. There will be no dilution to any investors associated with any offering because once a particular series of Royalty Share Units is fully issued, our company will not sell additional Royalty Share Units of that same series.
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PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS
Plan of Distribution
We are offering, on a best efforts basis, the Royalty Share Units of each of the series in the “Series Offering Table” beginning on page 3. The offering price for each series was determined by our manager.
Royalty Share Units are available for purchase on the SongVest Platform. The SongVest Platform enables investors to browse and screen the potential investments offered by our company and sign subscription agreements electronically. We intend to distribute each series of Royalty Share Units exclusively through the SongVest Platform. Neither our company, our manager SAJA, nor RT2 is a member firm of 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 our Royalty Share Units.
There will be a separate closing with respect to each series of Royalty Share Units. The closing of each series will occur on the earliest to occur of (i) the date subscriptions for the number of Royalty Share Units offered for a series have been accepted or (ii) a date determined by our manager in its sole discretion, provided that subscriptions for the number of Royalty Share Units offered for a series have been accepted. If closing has not occurred, an offering shall be terminated upon (i) the date which is one year from the date such Offering Circular or amendment thereof, as applicable, is qualified by the Commission, which period may be extended with respect to a particular series by an additional six months by our manager in its sole discretion, or (ii) any date on which our manager elects to terminate the offering for a particular series of units in its sole discretion.
The Royalty Share Units are being offered by subscription only in the United States and to residents of those states in which the offer and sale is not prohibited. This Offering Circular does not constitute an offer or sale of Royalty Share Units outside of the United States.
Those persons who want to invest in our Royalty Share Units must sign a subscription agreement for the particular series of Royalty Share Units, which will contain representations, warranties, covenants, and conditions customary for offerings of this type. See “—How to Subscribe” below for further details. Copies of the form of subscription agreement for each series are filed as Exhibit 4.1 and onwards in the offering statement.
For offerings with a minimum offering amount, investors’ funds will be placed in an escrow account until our company receives proceeds equal to the Minimum Offering Amount. Any escrowed funds will be invested only in investments permissible under SEC Rule 15c2-4. In the event the Minimum Offering Amount is not met, all investors’ funds will be promptly returned to each subscriber in accordance with SEC Rule 10b-9.
Our company will be permitted to purchase Royalty Share Units in offerings of series of Royalty Share Units conducted by our company at its discretion. The company will not use the proceeds raised from the offering for such purposes – rather, the company would use its own, separate cash reserves to purchase such Royalty Share Units, should it choose to do so. Our company primarily intends to purchase Royalty Share Units only in situations where the company believes a particular offering may not reach the Minimum Offering Amount, and rather than terminate the offering, the company would purchase the remaining Royalty Share Units so that the offering may close, and investors can receive their Royalty Share Units.
The Royalty Share Units will be issued in digital book-entry form without certificates.
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Services Agreement with RT2
On October 11, 2024, we entered into a services agreement (the “Services Agreement”) with our affiliate, RT2, which owns and operates the SongVest Platform. Pursuant to the Services Agreement, RT2 agreed to provide staff, technology, administration and marketing/sales support functions to our company as necessary to carry out our intended business of acquiring Music Royalty Assets and offering and selling Royalty Share Units related to those Music Royalty Assets. In particular, RT2 agreed to allow our company to utilize the SongVest Platform to market and conduct its offerings of Royalty Share Units. In consideration for the services to be provided by RT2, our company agreed to pay to RT2, on a monthly basis, twenty percent (20%) of monthly net income earned by our company (which will earned solely from Sourcing Fees and Administrative fees). For the avoidance of doubt, payments to RT2 under the Services Agreement are not considered offering expenses”
The Services Agreement has an unlimited term, and may be terminated at any time by the mutual written agreement of the parties.
A copy of the Services Agreement is filed an exhibit to the offering statement of which this Offering Circular forms a part.
Engagement with Dalmore Group, LLC
The company has engaged Dalmore Group, LLC (“Dalmore”) a broker-dealer registered with the SEC and a member of FINRA, to perform the following administrative and technology related functions in connection with our offerings, but not for underwriting or placement agent services:
| ● | Review investor information, including KYC (“Know Your Customer”) data, AML (“Anti Money Laundering”) and other compliance background checks, and provide a recommendation to the company whether or not to accept investor as a customer. |
| ● |
Review each investors subscription agreement to confirm such investors participation in the offering and provide a determination to our company whether or not to accept the use of the subscription agreement for the investor’s participation. |
| ● | Contact and/or notify the company, if needed, to gather additional information or clarification on an investor. |
| ● | Not provide any investment advice nor any investment recommendations to any investor. |
| ● | Keep investor details and data confidential and not disclose to any third-party except as required by regulators or pursuant to the terms of the agreement (e.g. as needed for AML and background checks). |
| ● | Coordinate with third party providers to ensure adequate review and compliance. |
As compensation for the services listed above, the company has agreed to pay Dalmore $15,000 in one-time set up fees, consisting of the following:
| ● | $5,000 advance payment for due diligence fees. | |
| ● | $10,000 consulting fee due and payable immediately after FINRA issues a no objection letter. |
In addition, the company will pay Dalmore a commission equal to 1% of the amount raised in the offering to support the offering after the SEC has qualified the Offering Statement and the offering commences. Thus, the total maximum fees payable to Dalmore for the offerings of our company pursuant to this offering statement is $3,556.70 (not including the $15,000 in one-time set up fees). Additionally, we have agreed to pay Dalmore a flat fee of $1,000 for each post-qualification amendment on Form 1-A POS that we file related to this offering statement.
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Investor Suitability Standards
Our Royalty Share Units are being offered and sold only to “qualified purchasers” (as defined in Regulation A under the Securities Act). “Qualified purchasers” include: (i) “accredited investors” under Rule 501(a) of Regulation D and (ii) all other investors so long as their investment in any series of Royalty Share Units of our company (in connection with any series of units offered under Regulation A) does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). We reserve the right to reject any investor’s subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Regulation A.
For an individual potential investor to be an “accredited investor” for purposes of satisfying one of the tests in the “qualified purchaser” definition, the investor must be a natural person who has:
| 1. | an individual net worth, or joint net worth with the person’s spouse, 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 exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year. |
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.
Our Royalty Share Units will not be offered or sold to prospective investors subject to ERISA and investors living in Canada.
If an investor lives outside the United States, it is his or her 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 will be permitted to make a determination that the subscribers of our Royalty Share Units in any offering are qualified purchasers in reliance on the information and representations provided by the subscriber regarding the subscriber’s financial situation. Before making any representation that your investment does not exceed applicable federal thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.
An investment in our Royalty Share Units may involve significant risks. Only investors who can bear the economic risk of the investment for an indefinite period of time and the loss of their entire investment should invest in our Royalty Share Units. See “Risk Factors.”
Minimum Investment
The minimum subscription by an investor is one (1) Royalty Share Unit of a particular series. The per unit price will vary by series.
Escrow Agent
The Escrow Agent is North Capital Private Securities Corporation, who has been appointed as escrow agent for each offering pursuant to escrow agreements among the Escrow Agent and our company. A copy of the escrow agreement is included as Exhibit 8.1 in the offering statement of which this Offering Circular is part.
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Fees and Expenses
See “Use of Proceeds to Issuer” for a description of the specific expenses for each offering.
Offering Expenses
Included in the proceeds for each series of Royalty Share Units will be specific amounts to cover fees, costs and expenses incurred in connection with the offering of that series of Royalty Share Units (which we collectively refer to as the “Offering Expenses”). Offering Expenses consist of legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering.
Sourcing Fee
Our company may collect a sourcing fee as compensation for sourcing each Music Royalty Asset (which we refer to as the “Sourcing Fee”). This fee will be a percentage of the “purchase price” – i.e. the price the company ultimately pays for the Music Royalty Asset upon purchase of such Music Royalty Asset which is set forth in the applicable Royalty Share Agreement. The “purchase price” is determined by the company in its sole discretion, and will generally be set based on the level of difficulty and costs related to sourcing the particular Music Royalty Asset related to the series of Royalty Share Units – however, we may utilize a “second price” auction to help determine an appropriate purchase price for an asset. The amount of the Sourcing Fee will also be determined in the sole discretion of our manager for each offering, and may be waived by our manager on per offering basis.
Price Discovery
To help us determine the per Royalty Share Unit price for each series, we may utilize a “second-price” auction during a testing the waters period under Rule 255 of Regulation A, which will be conducted via the SongVest Platform. No commitments to invest or funds will be accepted prior to qualification of a series of Royalty Share Units. The “second-price” auction is solely being used to gauge interest and to help guide our company determine a price for a particular offering of Royalty Share Units. By “winning” the auction, bidders will have first access to purchasing Royalty Share Units following qualification of the offering. Any person who indicated interest as part of the auction process has no obligation to invest or respond to the company’s solicitations following qualification of the offering as the price determined by the auction.
Prior to commencing an auction, SongVest will enter into an agreement with an owner of the Music Royalty Asset, pursuant to which the owner of the Music Royalty Asset will agree to allow SongVest to conduct an auction to determine the value of the Music Royalty Asset (the “Listing Agreement”). Additionally, the Listing Agreement will contain a “reserve price”, representing SongVest’s estimated value of the Music Royalty Asset. The “reserve price” only represents an estimation of the value of the asset, and is not binding on the asset seller or SongVest. The Listing Agreement does not bind the owner of the Music Royalty Asset or SongVest to enter into a Royalty Share Agreement. A form of the Listing Agreement is included as Exhibit 6.2 to the offering statement of which this Offering Circular forms a part.
SongVest will display the projected number of Royalty Share Units to be offered in a particular series’ offering in an auction environment. Each bidder can bid for as many or as few Royalty Share Units as they are willing to pay for, subject to a minimum bid size of one Royalty Share Unit. However, all “winning” test bidders have a projected payment based only on the lowest qualifying (successful) bid. The bid price will only increment higher when all Royalty Share Units of the next bid increment are completely bid out. Then the process repeats itself for the next round of bidding. If there are more successful bids than Royalty Share Units available, priority goes to the bidders whose bids are the highest and then to bidders who submitted their bids first in time. In order to succeed, a competing bidder must bid a higher price per Royalty Share Unit than the other bidder(s), regardless of the number of Royalty Share Units that are being bid for. Bidding is conducted in $1 increments.
Each “second-price” auction will have a set start and end date and time, which will be prominently displayed on the webpage where the auction is being hosted.
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Registered users will be notified in email of upcoming auctions and we will promote the auctions as well on social media so that new users can register on the website to also participate in the auction.
Once the auction goes live, all registered users will have the opportunity to place a bid with number of Royalty Share Units they request. After submitting a bid, a bidder will see (i) the number of Royalty Share Units bid for; (ii) the bid price submitted for each of those Royalty Share Units; and (iii) the total number of Royalty Share Units already bid (all bidders) and the number of shares still available at that price. In the example below, we can see the user bid 500 Units at $11, and visually they can see that 500 units were bid and 500 units are still available.
The top bar chart visually represents how many Royalty Share Units (in total) were bid and how many are left. The bottom chart shows the status of the bidders’ units. Once all of the units for the current bid price are allocated, then the price moves to the next increment. In the example below, the $11 units have been fully bid out, and 750 units at the next price point ($12) have been allocated. The bidder can now visually see that the 750 units at $12 have taken 250 of the units they bid at $11. If all of the units at $12 are allocated, then this bidder will have zero units since their bid was at $11.
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Bidders can always easily see the available Royalty Share Units as the share price increases and how that affects their current bid and/or proxy bid especially how it relates to their units being outbid which will reduce their number of units or totally eliminate their units they will have first access to following qualification. At that point they will need to enter a new bid at the next bid increment.
For proxy bids, in the example below, we can see how the user placed a proxy bid at a higher amount than the current bid. The bidder can easily see the priority of their Royalty Share Units as well as what bid price the proxy is.
Although there will initially be a set time and date that an auction will end, an auction end-time can be extended if a bid is placed in the last 5 minutes of an auction. If this occurs, the auction will be extended an additional 5 minutes. This can repeat until there are no further bids in the last 5 minutes of an auction, at which point the auction will close. All bidders in an auction will receive notification via email when they are outbid on any number of units they have and of the close of an auction. In the example below, users can also see all bids being placed and if they are a hard bid or proxy (auto) bid as well as the end time of the auction in the upper right.
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Any bids submitted in the “second-price” auction described above will only be non-binding indications of interest as required by Rule 255 of Regulation A. No commitments to invest or funds will be accepted prior to qualification of a series of Royalty Share Units. The “second-price” auction is solely being used to gauge interest and to help guide our company determine a price for a particular offering of Royalty Share Units, but our company has ultimate discretion as to what price will be set the price for all Royalty Share Units that it offers, and does has no obligation to set a particular price based on the results of such an auction. We may also forego conducting a second-price auction altogether, and determine the price for our Royalty Share Units internally.
Illustrative Example
Here is an example of how an auction might work (with “win” being used to represent the Royalty Share Units the bidder will have first access to following qualification of the offering):
If the series were to auction 1,000 Royalty Share Units for a certain Music Royalty Asset.
| 1. | Bidder “A” bids for 300 units at $22 each. |
| 2. | Bidder “B” bids for 600 units at $21 each. |
| 3. | Bidder “C” bids for 250 units at $18 each. |
| 4. | Bidder “D” bids for 150 units at $17 each. |
The outcome of this auction would be:
| 1. | Bidder “A” wins 300 units at $18 each. |
| 2. | Bidder “B” wins 600 units at $18 each. |
| 3. | Bidder “C” wins 100 units at $18 each. |
The price is $18 per Royalty Share Unit as that was the lowest successful bid at which all of the Royalty Share Units are sold (hence the second price). Upon qualification by the SEC of an offering of the series of Royalty Share Units, all winning bidders would be given first access to buy the number of Royalty Share Units at which a successful auction is concluded during the TTW phase even if that number of units is lower than the number of units in their original bid. (See Bidder “C” in the example above). Non-winning bidders will not be provided first access to invest in an offering, and will gain access to the offering at the same time as the general public.
The auction may be extended if i) the quantity and price of bids fail to meet the reserve price (the minimum price at which the SongVest is willing to sell the series of Royalty Share Units in an offering) and SongVest agrees to extend the auction beyond its normal timeframe or ii) if a bidder places a bid within the last 5 minutes of the auction, the auction will automatically be extended for 5 minutes.
After the Auction
Once an auction has been completed for a particular Music Royalty Asset, our company will review the results of the auction, and use that information to assist our company in setting a price for the Royalty Share Units for the offering of that Music Royalty Asset. These Royalty Share Units will only be available for purchase once the SEC has qualified an offering related to those Royalty Share Units.
Once qualified, our company will offer all “winning” bidders who participated in the auction a special 24 hour window that is only available to those “winning” bidders. In this 24 hour window, only this group will be provided access to the offering, providing them with an opportunity to invest before the offering is opened up to the general public. At such time, these “winning” bidders would be given the opportunity to buy the number of Royalty Share Units for which they submitted a bid submitted in the auction (or less, if they choose). “Winning” bidders may also purchase additional Royalty Share Units beyond what they have reserved once the 24 hour early-access window has concluded. “Winning” bidders have no obligation to invest or even respond to the company’s solicitations following qualification of the offering.
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The company will notify “winning” bidders via email that the offering has been qualified, the Royalty Share Units are available for purchase, and will advise them of this special 24 hour window available to them.
All Royalty Share Units will be offered for purchase via the web-based investment platform www.songvest.com.
Additional Information Regarding this Offering Circular
We have not authorized anyone to provide information regarding this offering 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, semi-annual reports and other reports and information statements that we will file periodically with the Commission.
The Offering Circular and all supplements and reports that we have filed or will file in the future can be read on the Commission website at www.sec.gov or in the legal section on the SongVest Platform (at www.songvest.com/offering). The contents of the SongVest Platform (other than the offering statement, this Offering Circular and the appendices and exhibits thereto) are not incorporated by reference in or otherwise a part of this Offering Circular.
How to Subscribe
Potential investors who are “qualified purchasers” may subscribe to purchase our Royalty Share Units. Any potential investor wishing to acquire our Royalty Share Units must:
| 1. | Carefully read this Offering Circular, and any current supplement, as well as any documents described in the Offering Circular and attached as exhibits to the offering statement or which you have requested. Consult with your tax, legal and financial advisors to determine whether an investment in our Royalty Share Units is suitable for you. |
| 2. | Review the subscription agreement (including the “Investor Qualification and Attestation” attached thereto), which was pre-populated following your completion of certain questions on the SongVest Platform application, and if the responses remain accurate and correct, sign the completed subscription agreement using electronic signature. Except as otherwise required by law, subscriptions may not be withdrawn or cancelled by subscribers. |
| 3. | Once the completed subscription agreement is signed, you will be instructed to transfer funds in an amount equal to the purchase price for Royalty Share Units you have applied to subscribe for (as set out on the front page of your subscription agreement) by ACH into the escrow account. The Escrow Agent will hold such subscription monies in escrow until such time as your subscription agreement is either accepted or rejected by our manager and, if accepted, such further time until you are issued the Royalty Share Units. |
| 4. | Our manager will review the subscription documentation completed and signed by you. You may be asked to provide additional information. Our manager will contact you directly if required. We reserve the right to reject any subscriptions, in whole or in part, for any or no reason, and to withdraw any offering at any time prior to closing. |
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| 5. | Once the review is complete, our manager will inform you whether or not your application to subscribe for the Royalty Share Units is approved or denied and if approved, the number of Royalty Share Units you are entitled to subscribe for. If your subscription is rejected in whole or in part, then any 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. Our 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 Royalty Share Units you are entitled to subscribe for will be issued to you upon the closing. Simultaneously with the issuance of the Royalty Share Units, the subscription monies held by the Escrow Agent in escrow on your behalf will be transferred to the account of the applicable series as consideration for such Royalty Share Units. |
By executing the subscription agreement, you agree to be bound by the terms of the subscription agreement and the Royalty Share Units. Our company and our manager will rely on the information you provide in the subscription agreement, including the “Investor Qualification and Attestation” attached thereto and the supplemental information you provide in order for our manager to verify your status as a “qualified purchaser.” If any information about your “qualified purchaser” status changes prior to you being issued the Royalty Share Units, please notify our manager immediately using the contact details set out in the subscription agreement.
For further information on the subscription process, please contact our manager using the contact details set out in the “Where You Can Find Additional Information” section.
The subscription funds advanced by prospective investors as part of the subscription process will be held in a non-interest-bearing account with the Escrow Agent and will not be commingled with the operating account of our company, until if and when there is a closing with respect to that investor. When the Escrow Agent has received instructions from our manager that an offering will close and the investor’s subscription is to be accepted (either in whole or part), then the Escrow Agent shall disburse such investor’s subscription proceeds in its possession to our company. If an offering is terminated without a closing, or if a prospective investor’s subscription is not accepted or is cut back due to oversubscription or otherwise, such amounts placed into escrow by prospective investors will be returned promptly to them without interest or deductions. Any costs and expenses associated with a terminated offering will be borne by our company.
Investor Perks
“Queen” Offerings Perk
Each purchaser of “Under Pressure”, “I Want It All”, “The Show Must Go On”, “Bohemian Rhapsody Soundtrack”, and/or “A Kind of Magic” Royalty Share Units will receive the following items shipped to them at the address provided in their subscription agreement at no additional cost:
| ● | Physical “Certificate of Authenticity” certifying that the investor is the owner of the Royalty Share Unit(s) purchased. |
| ● | A limited edition “Challenge Coin” with Queen and SongVest logos. |
| ● | A Commemorative 7” Display-Only Vinyl |
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Pictures of each of these items is contained in the image below:
We are of the opinion that these items being given eligible investors as perks do not have any meaningful cash value and do not alter the sales price or cost basis of the securities being offered in this offering. Instead, these are intended to be a perk given to our investors as a “thank you” to investors that help us achieve our mission. However, it is recommended that investors consult with a tax professional to fully understand any tax implications of receiving any perks before investing.
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NFT Perk
Each purchaser of a “No Scrubs – TLC Version”, “Creep – TLC Version”, and/or “Diggin On You – TLC Version” Royalty Share Unit will also have the opportunity to claim one (1) non-transferrable digital collectible in the form of a Non-Fungible Token (NFT) and also referred to as a Digital Collectible, for each one (1) “No Scrubs – TLC Version”, “Creep – TLC Version”, and/or “Diggin On You – TLC Version” Royalty Share Unit purchased. These NFTs may be claimed from OneOf, Inc. (“OneOf”), a third-party partner of the company that owns and operates an online digital collectibles marketplace at the web address www.oneof.com.
At the closing of the offerings, purchasers of “No Scrubs – TLC Version”, “Creep – TLC Version”, and/or “Diggin On You – TLC Version” Royalty Share Units will be given the opportunity to claim their applicable NFTs. SongVest will provide the name and email address of the investor who opted-in to receive a NFT from OneOf, at which point OneOf will create a free account for the investor and preload this account with the correct NFT(s). OneOf will then send a link (via email) to the investor who opted in that will provide the instructions on how to redeem the on OneOf’s marketplace at www.oneof.com.
Purchasers must have an account on OneOf’s marketplace in order to redeem the NFT. OneOf will be responsible for minting and generating the NFTs on the Tezos blockchain, and distributing such NFTs to qualified accounts (i.e. purchasers “No Scrubs – TLC Version”, “Creep – TLC Version”, and/or “Diggin On You – TLC Version” Royalty Share Units that have valid accounts on OneOf’s marketplace). These NFTs may be redeemed at no additional charge to the purchasers of the “No Scrubs – TLC Version”, “Creep – TLC Version”, and/or “Diggin On You – TLC Version” Royalty Share Units. The NFTs will consist of a Tezos blockchain tracked image of the album cover associated with the “No Scrubs – TLC Version”, “Creep – TLC Version”, and/or “Diggin On You – TLC Version” song recordings.
For the investor to sign up to receive the NFT from OneOf, only a valid email address and mobile phone number are required. There are no fees charged for claiming the NFT or creating a OneOf account. Once the investor completes the claim process, they will see a pop-up that directs the investor to view the NFT(s) in “My Collection”. If the investor does not see the free NFT they claimed, the investor can contact OneOf’s Customer Support at support@oneof.com.
The NFT(s) claimed on OneOf are held in the OneOf custodial wallet for the investor, protected by OneOf’s custody bank partner or kept in the OneOf cold storage location. NFT’s can be transferred to an external wallet. To export the NFT, the user simply clicks “Export NFT” next to the NFT. They will need to complete the verification process, and the steps prompted. OneOf will validate and process the export request within 2-5 business days.
After exporting an NFT out of OneOf, any airdrop traits related to the NFT will become inactive. Sending an NFT to an incompatible wallet or address may result in the complete loss of the NFT. Currently, once an NFT is exported out of the OneOf platform, it cannot be re-imported back in.
The total number of NFTs created will equal the total number of Royalty Share Units qualified in the TLC offerings. We expect there will be NFTs eligible to be claimed that are not claimed by purchasers of TLC Royalty Share Units and any unclaimed NFT’s will remain at OneOf in an escrow account tied to the email of the buyer. The rights to unclaimed NFTs will not be transferred to the company or OneOf and will remain available to be claimed through OneOf.
There is no charge to the investor to claim the NFTs associated with Royalty Share Units purchased, and no obligation for the investor to claim these NFTs. However, only the purchasers of the particular Royalty Share Units associated with the particular NFTs being offered as perks herein may claim the NFT and cannot transfer the ability to claim NFTs associated with the purchase of Royalty Share Units to another party. Once the NFTs are claimed by the purchaser and transferred to the purchaser’s digital wallet, the purchaser may then transfer the NFT as they see fit but they cannot resell it on the OneOf platform. Additionally, while there are three separate NFT types that are available to be claimed depending on the Royalty Share Units purchased (a “No Scrubs – TLC Version” NFT, a “Creep – TLC Version” NFT, and a “Diggin On You – TLC Version” NFT), all NFTs available to be claimed in association with the purchase of Royalty Share Units in a particular offering will be identical - i.e., all purchasers of “No Scrubs – TLC Version” Royalty Share Units will be eligible to claim the same “No Scrubs – TLC Version” NFT.
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We are of the opinion that these NFTs being given to certain investors as perks do not have any cash value and do not alter the sales price or cost basis of the securities being offered in this offering. Instead, these NFTs are intended to be a perk given to our investors as a “thank you” to investors that help us achieve our mission, as well as a “thank you” from TLC to its fans that are investing in the Royalty Share Units associated with TLC’s song recordings. However, it is recommended that investors consult with a tax professional to fully understand any tax implications of receiving any perks before investing. The NFTs themselves do not grant any rights to receive Royalty Share Units now or in the future.
OneOf Agreement
Our company entered into an agreement with OneOf, pursuant to which OneOf agreed, in exchange for a $100,000 payment by the company to OneOf, to create and distribute the TLC NFTs described above to purchasers of the TLC Royalty Share Units described above. In addition, utilizing its existing relationship with TLC, OneOf agreed to facilitate the sale by TLC to the company of the Music Royalty Rights related to the “No Scrubs – TLC Version”, a “Creep – TLC Version”, and a “Diggin On You – TLC Version” song recordings, which our company subsequently acquired pursuant to the TLC Agreement, and are described further below in this offering circular.
Our company’s agreement with OneOf, was originally entered into on January 12, 2023. Our company and OneOf have subsequently agreed to amend the original agreement to update and correct certain terms in the original agreement pursuant to an Addendum agreement. A copy of the original agreement with OneOf and the form of Addendum are filed as an exhibit to the offering statement of which this offering circular forms a part.
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The allocation of the net proceeds of each offering set forth below represents our intentions based upon our current plans and assumptions regarding the specified Music Royalty Asset associated with each current or planned offering of our company. The company reserves the right to modify the use of proceeds as set forth below.
“No Scrubs – TLC Version” (Series 3) Royalty Share Asset
We estimate that the gross proceeds of the offering of “No Scrubs – TLC Version” (Series 3) Royalty Share Units will be approximately $56,640, assuming the full amount of the offering is sold. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| General and Administrative(1) | $ | 9,515.52 | 16.8 | % | ||||
| Sourcing Fee(2) | $ | 0.00 | 0.0 | % | ||||
| Offering Expenses(3) | $ | 1,019.52 | 1.8 | % | ||||
| Repayment of Debt(4) | $ | 46,104.96 | 81.4 | % | ||||
| Total Proceeds | $ | 56,640.00 | 100.0 | % | ||||
| (1) | General and Administrative consists of the general operating expenses of the company. |
| (2) | The company will not collect a Sourcing Fee in this offering. |
| (3) | Represents certain other offering expenses related to fees payable to our transfer agent ($500) and the 1% commission payable to Dalmore on gross proceeds raised in this offering. |
| (4) |
The company intends to use a portion of the proceeds from this offering to repay amounts outstanding under a promissory note owed to an unrelated third party issued on March 27, 2023. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Indebtedness” for a description of the promissory note the company intends to repay using the proceeds from this offering. |
The company entered into a Royalty Share Agreement with the rightsholder of the “No Scrubs – TLC Version” Music Royalty Asset with an effective date of May 23, 2024, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. A portion of the rights under that Royalty Share Agreement were previously sold in a prior offering. This offering represents the remainder of the rights available under that Royalty Share Agreement. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering.
“Creep – TLC Version” (Series 3) Royalty Share Agreement
We estimate that the gross proceeds of the offering of “Creep – TLC Version” (Series 3) Royalty Share Units will be approximately $73,200 assuming the full amount of the offering is sold. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| General and Administrative(1) | $ | 23,936.40 | 32.7 | % | ||||
| Sourcing Fee(2) | $ | 0.00 | 0.0 | % | ||||
| Offering Expenses(3) | $ | 1,244.40 | 1.7 | % | ||||
| Repayment of Debt(4) | $ | 48,019.20 | 65.6 | % | ||||
| Total Proceeds | $ | 73,200.00 | 100.0 | % | ||||
| (1) | General and Administrative consists of the general operating expenses of the company. |
| (2) | The company will not collect a Sourcing Fee in this offering. |
| (3) | Represents certain other offering expenses related to fees payable to our transfer agent ($500), and the 1% commission payable to Dalmore on gross proceeds raised in this offering. |
| (4) | The company intends to use a portion of the proceeds from this offering to repay amounts outstanding under a promissory note owed to an unrelated third party issued on March 27, 2023. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Indebtedness” for a description of the promissory note the company intends to repay using the proceeds from this offering. |
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The company entered into a Royalty Share Agreement with the rightsholder of the “Creep – TLC Version” Music Royalty Asset with an effective date of May 23, 2024, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. A portion of the rights under that Royalty Share Agreement were previously sold in a prior offering. This offering represents the remainder of the rights available under that Royalty Share Agreement. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering.
Beyonce - “Radio” (Series 2) Royalty Share Asset
We estimate that the gross proceeds of the offering of Beyonce – “Radio” (Series 2) Royalty Share Units will be approximately $28,908, assuming the full amount of the offering is sold. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 19,909.09 | 68.9 | % | ||||
| Sourcing Fee | $ | 8,998.91 | 31.1 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 28,908.00 | 100 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of the “Beyonce’s Radio” Music Royalty Asset with an effective date of May 23, 2024, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. A portion of the rights under that Royalty Share Agreement were previously sold in a prior offering. This offering represents the remainder of the rights available under that Royalty Share Agreement. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
Beyonce – “Countdown” and More (Series 3) Royalty Share Asset
We estimate that the gross proceeds of the offering of Beyonce – “Countdown” and More (Series 3) Royalty Share Units will be approximately $3,960, assuming the full amount of the offering is sold. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 2,727.27 | 68.9 | % | ||||
| Sourcing Fee | $ | 1,232.73 | 31.1 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 3,960.00 | 100 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of the “Beyonce - Countdown and More)” Music Royalty Asset with an effective date of January 8, 2024, a form of which is included as exhibit 6.16 to this offering statement of which this offering circular forms a part. A portion of the rights under that Royalty Share Agreement were previously sold in a prior offering. This offering represents the remainder of the rights available under that Royalty Share Agreement. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
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Young Thug - “Best Friend” (Series 2) Royalty Share Asset
We estimate that the gross proceeds of the offering of Young Thug – “Best Friend” (Series 2) Royalty Share Units will be approximately $10,224, assuming the full amount of the offering is sold. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 7,041.32 | 68.9 | % | ||||
| Sourcing Fee | $ | 3,182.68 | 31.1 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 10,224.00 | 100 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of the Young Thug - “Best Friend” Music Royalty Asset with an effective date of June 6, 2024, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. A portion of the rights under that Royalty Share Agreement were previously sold in a prior offering. This offering represents the remainder of the rights available under that Royalty Share Agreement. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
Queen - “Under Pressure” (Series 2) Royalty Share Asset
We estimate that the gross proceeds of the offering of Queen - “Under Pressure” (Series 2) Royalty Share Units will be approximately $90,650 assuming the full amount of the offering is sold. A portion of the rights under that Royalty Share Agreement were previously sold in a prior offering. This offering represents the remainder of the rights available under that Royalty Share Agreement. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 46,252.87 | 51.0 | % | ||||
| Sourcing Fee | $ | 44,397.13 | 49.0 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 90,650.00 | 100 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of the “Under Pressure” Music Royalty Asset with an effective date of December 5, 2024, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. A portion of the rights under that Royalty Share Agreement were previously sold in a prior offering. This offering represents the remainder of the rights available under that Royalty Share Agreement. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
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Queen - “I Want It All” (Series 2) Royalty Share Asset
We estimate that the gross proceeds of the offering of Queen - “I Want It All” (Series 2) Royalty Share Units will be approximately $147,294 assuming the full amount of the offering is sold. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 75,154.66 | 51.0 | % | ||||
| Sourcing Fee | $ | 72,139.34 | 49.0 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 147,294.00 | 100 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of the “I Want It All” Music Royalty Asset with an effective date of December 5, 2024, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. A portion of the rights under that Royalty Share Agreement were previously sold in a prior offering. This offering represents the remainder of the rights available under that Royalty Share Agreement. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
Queen - “The Show Must Go On” (Series 2) Royalty Share Asset
We estimate that the gross proceeds of the offering of Queen - “The Show Must Go On” (Series 2) Royalty Share Units will be approximately $111,132 assuming the full amount of the offering is sold. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 56,703.52 | 51.0 | % | ||||
| Sourcing Fee | $ | 54,428.48 | 49.0 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 111,132.00 | 100 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of the Queen - “The Show Must Go On” Music Royalty Asset with an effective date of December 5, 2024, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. A portion of the rights under that Royalty Share Agreement were previously sold in a prior offering. This offering represents the remainder of the rights available under that Royalty Share Agreement. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
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Queen - “Bohemian Rhapsody Soundtrack” (Series 2) Royalty Share Asset
We estimate that the gross proceeds of the offering of Queen - “Bohemian Rhapsody Soundtrack” (Series 2) Royalty Share Units will be approximately $27,832 assuming the full amount of the offering is sold. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 14,200.88 | 51.0 | % | ||||
| Sourcing Fee | $ | 13,631.12 | 49.0 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 27,832.00 | 100 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of the Queen - “Bohemian Rhapsody Soundtrack” Music Royalty Asset with an effective date of December 5, 2024, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. A portion of the rights under that Royalty Share Agreement were previously sold in a prior offering. This offering represents the remainder of the rights available under that Royalty Share Agreement. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
Queen - “A Kind Of Magic” (Series 2) Royalty Share Asset
We estimate that the gross proceeds of the offering of Queen - “A Kind Of Magic” (Series 2) Royalty Share Units will be approximately $126,616 assuming the full amount of the offering is sold. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 64,604.01 | 51.0 | % | ||||
| Sourcing Fee | $ | 62,011.99 | 49.0 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 126,616.00 | 100 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of the Queen - “A Kind Of Magic” Music Royalty Asset with an effective date of December 5, 2024, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. A portion of the rights under that Royalty Share Agreement were previously sold in a prior offering. This offering represents the remainder of the rights available under that Royalty Share Agreement. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
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Duran Duran – “Ordinary World” (Series 2) Royalty Share Asset
We estimate that the gross proceeds of the offering of Duran Duran – “Ordinary World” (Series 2) Royalty Share Units will be approximately $17,451 assuming the full amount of the offering is sold. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 13,856.09 | 79.4 | % | ||||
| Sourcing Fee | $ | 3,594.91 | 20.6 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 17,451.00 | 100.0 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of the “Duran Duran’s Ordinary World” Music Royalty Asset with an effective date of December 5, 2024, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. A portion of the rights under that Royalty Share Agreement were previously sold in a prior offering. This offering represents the remainder of the rights available under that Royalty Share Agreement. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
Duran Duran – “Come Undone” (Series 2) Royalty Share Asset
We estimate that the gross proceeds of the offering of Duran Duran – “Come Undone” (Series 2) Royalty Share Units will be approximately $12,285 assuming the full amount of the offering is sold. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 9,754.29 | 79.4 | % | ||||
| Sourcing Fee | $ | 2,530.71 | 20.6 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 12,285.00 | 100.0 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of the “Duran Duran’s Come Undone” Music Royalty Asset with an effective date of December 5, 2024, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. A portion of the rights under that Royalty Share Agreement were previously sold in a prior offering. This offering represents the remainder of the rights available under that Royalty Share Agreement. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
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Taboo (feat. Angelica Nicole) – “Stand Strong” Royalty Share Asset
We estimate that the gross proceeds of the offering of Taboo (feat. Angelica Nicole) - “Stand Strong” Royalty Share Units will be approximately $126,000 assuming the full amount of the offering is sold. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 100,000.00 | 79.4 | % | ||||
| Sourcing Fee | $ | 26,000.00 | 20.6 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 126,000.00 | 100.0 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of the Taboo (feat. Angelica Nicole) – “Stand Strong” Music Royalty Asset with an effective date of January 7, 2026, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. A portion of the rights under that Royalty Share Agreement were previously sold in a prior offering. This offering represents the remainder of the rights available under that Royalty Share Agreement. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
Chris Brown – “Go Crazy” Royalty Share Asset
We estimate that the gross proceeds of the offering of Chris Brown - “Go Crazy” Royalty Share Units will be approximately $298,872 assuming the full amount of the offering is sold. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 237,184.00 | 79.4 | % | ||||
| Sourcing Fee | $ | 61,688.00 | 20.6 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 298,872.00 | 100.0 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of the Chris Brown - “Go Crazy” Music Royalty Asset with an effective date of October 15, 2025, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
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Jeremih - “Birthday Sex” Royalty Share Asset
We estimate that the gross proceeds of the offering of Jeremih - “Birthday Sex” Royalty Share Units will be approximately $328,167 assuming the full amount of the offering is sold. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 260,440.00 | 79.4 | % | ||||
| Sourcing Fee | $ | 67,727.00 | 20.6 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 328,167.00 | 100.0 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of the Jeremih - “Birthday Sex” Music Royalty Asset with an effective date of January 5, 2026, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
Sean Paul (feat. Dua Lipa) - “No Lie” Royalty Share Asset
We estimate that the gross proceeds of the offering of Sean Paul (feat. Dua Lipa) - “No Lie” Royalty Share Units will be approximately $242,424 assuming the full amount of the offering is sold. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 192,418.00 | 79.4 | % | ||||
| Sourcing Fee | $ | 50,006.00 | 20.6 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 242,424.00 | 100.0 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of the Sean Paul (feat. Dua Lipa) - “No Lie” Music Royalty Asset with an effective date of January 5, 2026, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
34
Jason Derulo (feat. French Montana) - “Tip Toe” Royalty Share Asset
We estimate that the gross proceeds of the offering of Jason Derulo (feat. French Montana) - “Tip Toe” Royalty Share Units will be approximately $39,627 assuming the full amount of the offering is sold. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 31,451.00 | 79.4 | % | ||||
| Sourcing Fee | $ | 8,176.00 | 20.6 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 39,627.00 | 100.0 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of the Jason Derulo (feat. French Montana) - “Tip Toe” Music Royalty Asset with an effective date of January 5, 2026, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
Chris Brown & Pitbull - Vol.1 Royalty Share Asset
We estimate that the gross proceeds of the offering of Chris Brown & Pitbull - Vol.1 Royalty Share Units will be approximately $40,635 assuming the full amount of the offering is sold. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 32,256.00 | 79.4 | % | ||||
| Sourcing Fee | $ | 8,379.00 | 20.6 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 40,635.00 | 100.0 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of the Chris Brown & Pitbull - Vol.1 Music Royalty Asset with an effective date of January 5, 2026, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
35
Bebe Rexha, Drake & Nelly Furtado - Vol. 1 Royalty Share Asset
We estimate that the gross proceeds of the offering of Bebe Rexha, Drake & Nelly Furtado - Vol. 1 Royalty Share Units will be approximately $87,570 assuming the full amount of the offering is sold. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 69,498.00 | 79.4 | % | ||||
| Sourcing Fee | $ | 18,072.00 | 20.6 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 87,570.00 | 100.0 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of the Bebe Rexha, Drake & Nelly Furtado - Vol. 1 Music Royalty Asset with an effective date of January 26, 2026, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
The Struts – “Body Talks” Royalty Share Asset
We estimate that the gross proceeds of the offering of The Struts – “Body Talks” Royalty Share Units will be approximately $20,790 assuming the full amount of the offering is sold. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 16,492.00 | 79.4 | % | ||||
| Sourcing Fee | $ | 4,298.00 | 20.6 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 20,790.00 | 100.0 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of The Struts – “Body Talks” Music Royalty Asset with an effective date of January 26, 2026, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
36
Dua Lipa – “Blow Your Mind” Royalty Share Asset
We estimate that the gross proceeds of the offering of Dua Lipa – “Blow Your Mind” Royalty Share Units will be approximately $119,637 assuming the full amount of the offering is sold. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 94,949.00 | 79.4 | % | ||||
| Sourcing Fee | $ | 24,688.00 | 20.6 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 119,637.00 | 100.0 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of the Dua Lipa – “Blow Your Mind” Music Royalty Asset with an effective date of January 26, 2026, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
Kat Dahlia – “I Think I’m In Love” Royalty Share Asset
We estimate that the gross proceeds of the offering of Kat Dahlia – “I Think I’m In Love” Royalty Share Units will be approximately $41,454 assuming the full amount of the offering is sold. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 32,905.00 | 79.4 | % | ||||
| Sourcing Fee | $ | 8,549.00 | 20.6 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 41,454.00 | 100.0 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of the Kat Dahlia – “I Think I’m In Love” Music Royalty Asset with an effective date of January 26, 2026, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
37
One Direction – “Nobody Compares” & “Last First Kiss” Royalty Share Asset
We estimate that the gross proceeds of the offering of One Direction – “Nobody Compares” & “Last First Kiss” Royalty Share Units will be approximately $22,176 assuming the full amount of the offering is sold. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 17,609.00 | 79.4 | % | ||||
| Sourcing Fee | $ | 4,567.00 | 20.6 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 22,176.00 | 100.0 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of the One Direction – “Nobody Compares” & “Last First Kiss” Music Royalty Asset with an effective date of January 26, 2026, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
One Direction – “Kiss You” Royalty Share Asset
We estimate that the gross proceeds of the offering of One Direction – “Kiss You” Royalty Share Units will be approximately $59,850 assuming the full amount of the offering is sold. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 47,521.00 | 79.4 | % | ||||
| Sourcing Fee | $ | 12,329.00 | 20.6 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 59,850.00 | 100.0 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of the One Direction – “Kiss You” Music Royalty Asset with an effective date of January 26, 2026, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
38
One Direction – “Live While We’re Young” Royalty Share Asset
We estimate that the gross proceeds of the offering of One Direction – “Live While We’re Young” Royalty Share Units will be approximately $54,558 assuming the full amount of the offering is sold. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 43,293.00 | 79.4 | % | ||||
| Sourcing Fee | $ | 11,265.00 | 20.6 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 54,558.00 | 100.0 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of the One Direction – “Live While We’re Young” Music Royalty Asset with an effective date of January 26, 2026, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
Rachel Platten – “Better Place” Royalty Share Asset
We estimate that the gross proceeds of the offering of Rachel Platten – “Better Place” Royalty Share Units will be approximately $43,281 assuming the full amount of the offering is sold. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 34,349.00 | 79.4 | % | ||||
| Sourcing Fee | $ | 8,932.00 | 20.6 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 43,281.00 | 100.0 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of the Rachel Platten – “Better Place” Music Royalty Asset with an effective date of January 26, 2026, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
39
Rachel Platten – “Stand by You” Royalty Share Asset
We estimate that the gross proceeds of the offering of Rachel Platten – “Stand by You” Royalty Share Units will be approximately $74,151 assuming the full amount of the offering is sold. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 58,864.00 | 79.4 | % | ||||
| Sourcing Fee | $ | 15,287.00 | 20.6 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 74,151.00 | 100.0 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of the Rachel Platten – “Stand by You” Music Royalty Asset with an effective date of January 26, 2026, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
Rachel Platten – “Fight Song” Royalty Share Asset
We estimate that the gross proceeds of the offering of Rachel Platten – “Fight Song” Royalty Share Units will be approximately $244,125 assuming the full amount of the offering is sold. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 193,750.00 | 79.4 | % | ||||
| Sourcing Fee | $ | 50,375.00 | 20.6 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 244,125.00 | 100.0 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of the Rachel Platten – “Fight Song” Music Royalty Asset with an effective date of January 26, 2026, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
40
Arianna Grande & Lady Gaga – “Rain On Me” Royalty Share Asset
We estimate that the gross proceeds of the offering of Arianna Grande & Lady Gaga – “Rain On Me” Royalty Share Units will be approximately $318,465 assuming the full amount of the offering is sold. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 252,750.00 | 79.4 | % | ||||
| Sourcing Fee | $ | 65,715.00 | 20.6 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 318,465.00 | 100.0 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of the Arianna Grande & Lady Gaga – “Rain On Me” Music Royalty Asset with an effective date of January 26, 2026, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
Kenny G. & Luther Vandross – Vol. 1 Royalty Share Asset
We estimate that the gross proceeds of the offering of Kenny G. & Luther Vandross – Vol. 1 Royalty Share Units will be approximately $24,444 assuming the full amount of the offering is sold. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 19,380.73 | 79.3 | % | ||||
| Sourcing Fee | $ | 5,063.27 | 20.7 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 24,444.00 | 100.0 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of the Kenny G. & Luther Vandross – Vol. 1 Music Royalty Asset with an effective date of February 19, 2026, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
41
Michael Bolton – Vol. 1 Royalty Share Asset
We estimate that the gross proceeds of the offering of Michael Bolton – Vol. 1 Royalty Share Units will be approximately $37,863 assuming the full amount of the offering is sold. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 30,034.58 | 79.3 | % | ||||
| Sourcing Fee | $ | 7,828.42 | 20.7 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 37,863.00 | 100.0 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of the Michael Bolton – Vol. 1 Music Royalty Asset with an effective date of February 19, 2026, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
Michael Bolton – Vol. 2 Royalty Share Asset
We estimate that the gross proceeds of the offering of Michael Bolton – Vol. 2 Royalty Share Units will be approximately $33,075 assuming the full amount of the offering is sold. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 26,259.73 | 79.4 | % | ||||
| Sourcing Fee | $ | 6,815.27 | 20.6 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 33,075.00 | 100.0 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of the Michael Bolton – Vol. 2 Music Royalty Asset with an effective date of February 19, 2026, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
42
Mariah Carey – “Without You” Royalty Share Asset
We estimate that the gross proceeds of the offering of Mariah Carey – “Without You” Royalty Share Units will be approximately $65,079 assuming the full amount of the offering is sold. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 51,670.21 | 79.4 | % | ||||
| Sourcing Fee | $ | 13,408.79 | 20.6 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 65,079.00 | 100.0 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of the Mariah Carey – “Without You” Music Royalty Asset with an effective date of February 19, 2026, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
Mariah Carey – “Hero” Royalty Share Asset
We estimate that the gross proceeds of the offering of Mariah Carey – “Hero” Royalty Share Units will be approximately $59,535 assuming the full amount of the offering is sold. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 47,240.35 | 79.4 | % | ||||
| Sourcing Fee | $ | 12,294.65 | 20.6 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 59,535.00 | 100.0 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of the Mariah Carey – “Hero” Music Royalty Asset with an effective date of February 19, 2026, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
43
Mariah Carey – “One Sweet Day” Royalty Share Asset
We estimate that the gross proceeds of the offering of Mariah Carey – “One Sweet Day” Royalty Share Units will be approximately $40,194 assuming the full amount of the offering is sold. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 31,898.10 | 79.4 | % | ||||
| Sourcing Fee | $ | 8,295.90 | 20.6 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 40,194.00 | 100.0 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of the Mariah Carey – “One Sweet Day” Music Royalty Asset with an effective date of February 19, 2026, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
Mariah Carey – “Love Takes Time” Royalty Share Asset
We estimate that the gross proceeds of the offering of Mariah Carey – “Love Takes Time” Royalty Share Units will be approximately $24,885 assuming the full amount of the offering is sold. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 19,729.39 | 79.3 | % | ||||
| Sourcing Fee | $ | 5,155.61 | 20.7 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 24,885.00 | 100.0 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of the Mariah Carey – “Love Takes Time” Music Royalty Asset with an effective date of February 19, 2026, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
44
Mariah Carey – Vol. 1 Royalty Share Asset
We estimate that the gross proceeds of the offering of Mariah Carey – Vol. 1 Royalty Share Units will be approximately $49,770 assuming the full amount of the offering is sold. There is no minimum amount that must be raised for this offering to close. We intend to use the proceeds from this offering as follows:
| Uses | Maximum Offering |
Percentage Use |
||||||
| Cash Consideration for Acquisition of Music Royalty Asset(1) | $ | 38,914.78 | 78.2 | % | ||||
| Sourcing Fee | $ | 10,855.22 | 21.8 | % | ||||
| Offering Expenses(2) | $ | 0.00 | 0.0 | % | ||||
| Total Proceeds | $ | 49,770.00 | 100.0 | % | ||||
| (1) | The company entered into a Royalty Share Agreement with the rightsholder of the Mariah Carey – Vol. 1 Music Royalty Asset with an effective date of February 19, 2026, a form of which is included as an exhibit to this offering statement of which this offering circular forms a part. If our company raises less than the maximum offering, our company will purchase a proportionally smaller amount of the full royalty interest acquirable under the Royalty Share Agreement, depending on the amount raised by the company from this offering. |
| (2) | The company will not use proceeds from this offering to pay offering expenses. |
45
THE UNDERLYING MUSIC PORTFOLIOS
The discussions contained in this section relating to the Music Royalty Assets underlying Royalty Share Agreements described herein, as well as the music industry in general are taken from the royalty statements from the royalty providers and third-party sources that we believe to be reliable. We believe that the information from such sources contained herein regarding the “Music Royalty Assets described below and the music industry are reasonable, and that the factual information therein is fair and accurate. However, investors should be aware that there is no guarantee that information derived from third-party sources is entirely accurate.
Summary
The “No Scrubs – TLC Version” Music Royalty Asset
Summary Overview
The “No Scrubs – TLC Version” Music Royalty Asset is one (1) of three (3) underlying assets of the TLC Royalty Share Agreement (the “TLC Agreement”). With respect to the “No Scrubs – TLC Version” Music Royalty Asset portion of the TLC Agreement, the TLC Agreement provides fifty percent (50%) of all streaming and digital download revenues generated from the “No Scrubs – TLC Version” recording paid by Distrokid.
The TLC Agreement was initially entered into on August 22, 2022, and originally provided the company with the rights to “No Scrubs – TLC Version” “Creep – TLC Version” and “Waterfalls – TLC Version”. The company and TLC II, LLC have subsequently agreed to enter into an Addendum to the TLC Agreement to replace “Waterfalls – TLC Version” with “Diggin’ On You – TLC Version”. A copy of the TLC Agreement and the form of Addendum are filed as an exhibit to the offering statement of which this offering circular forms a part. We refer to the original TLC Agreement and the Addendum collectively herein as the “TLC Agreement”.
About TLC
TLC is an American girl group formed in Atlanta, Georgia, in 1989 The group’s best-known line-up was composed of Tionne “T-Boz” Watkins, Lisa “Left Eye” Lopes and Rozonda “Chilli” Thomas. The group enjoyed success during the 1990s, with nine top-ten hits on the Billboard Hot 100, including four number-one singles: “Creep”, “Waterfalls”, “No Scrubs”, and “Unpretty”. The group also recorded four multi-platinum albums, including CrazySexyCool (1994), which received a diamond certification from the Recording Industry Association of America (RIAA). TLC also became the first R&B group in history to receive the Million certification from the Recording Industry Association of Japan (RIAJ) for FanMail (1999).
Having sold over 72 million records worldwide, TLC is one of the best-selling American girl groups. VH1 ranked TLC as the greatest female group, placing them at number 12 on the list of 100 Greatest Women in Music. Billboard magazine ranked TLC as one of the greatest musical trios, as well as the seventh-most-successful act of the 1990s. The group’s accolades include four career Grammy Awards, five MTV Video Music Awards, and five Soul Train Music Awards.
About “No Scrubs – TLC Version” by TLC
“No Scrubs – TLC Version” is new sound recording by TLC, the best-selling American girl group of all time, that was initially released January 31, 2023. It is a re-recording of TLC’s previous number-one single “No Scrubs” released in February 1999 that reached #1 on the Billboard Hot 100 chart and is certified 5x Platinum by the RIAA. As a new recording, the song was fully owned by the band and for the first time upon recording – and after selling our company 50% of the royalty rights to this song, TLC and holders of the “No Scrubs – TLC Version” Royalty Share Units will together receive all royalties generated from the song,
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Royalty Share Agreement Terms
The TLC Agreement is between and our company and TLC II, LLC, an entity owned by the members of TLC. The “No Scrubs – TLC Version” Music Royalty Asset is one (1) of three (3) underlying assets of the TLC Agreement. With respect to the “No Scrubs – TLC Version” Music Royalty Asset portion of the TLC Agreement, the TLC Agreement provides the company with fifty percent (50%) of all streaming and digital download revenues generated from the “No Scrubs – TLC Version” recording paid by DistroKid for the life of the copyright. Digital sales and streaming data shall be determined by reference to the royalty statements from the royalties paid to the TLC II, LLC monthly by DistroKid, which shall be conclusive and binding upon the parties to the TLC Agreement, absent manifest error.
Financial Highlights
“No Scrubs – TLC Version” was released in January 2023 – however, promotion for this song only commenced in May of 2023. As such, there is limited financial data available for its performance. Investors should be aware that past financial performance of the original “No Scrubs” recording may not be indicative of the future performance of this re-recorded “No Scrubs – TLC Version”.
| 2023 | 2024 | |||||||||||||||||||||||||||||||
| Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | |||||||||||||||||||||||||
| No Scrubs – TLC Version | 1.34 | 73.21 | 118.38 | 92.12 | 525.47 | 277.75 | 267.37 | 343.02 | ||||||||||||||||||||||||
| 2025 | ||||||||||||||||
| Q1 | Q2 | Q3 | Q4 | |||||||||||||
| No Scrubs – TLC Version | 129.17 | 328.76 | 942.61 | 821.04 | ||||||||||||
This table represents the percentage of historical royalties proportional to the percentage of the Music Royalty Asset available for sale under this offering.
Administrative Fee for the TLC Royalty Share Agreement
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of “No Scrubs – TLC Version” Royalty Share Units) is 5.00%.
The “Creep – TLC Version” Music Royalty Asset
Summary Overview
The “Creep – TLC Version” Music Royalty Asset is one (1) of three (3) underlying assets of the TLC Royalty Share Agreement (the “TLC Agreement”). With respect to the “Creep – TLC Version” Music Royalty Asset portion of the TLC Agreement, the TLC Agreement provides fifty percent (50%) of all streaming and digital download revenues generated from the “Creep – TLC Version” recording paid by Distrokid.
The TLC Agreement was initially entered into on August 22, 2022, and originally provided the company with the rights to “No Scrubs – TLC Version” “Creep – TLC Version” and “Waterfalls – TLC Version”. On June 8, 2023, the company and TLC II, LLC entered into an Addendum to the TLC Agreement, which replaced “Waterfalls – TLC Version” with “Diggin’ On You – TLC Version”.
The TLC Agreement and Addendum, which we refer to collectively as the “TLC Agreement”, are filed as an exhibit to the offering statement of which this offering circular forms a part.
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About TLC
TLC is an American girl group formed in Atlanta, Georgia, in 1989 The group’s best-known line-up was composed of Tionne “T-Boz” Watkins, Lisa “Left Eye” Lopes and Rozonda “Chilli” Thomas. The group enjoyed success during the 1990s, with nine top-ten hits on the Billboard Hot 100, including four number-one singles: “Creep”, “Waterfalls”, “No Scrubs”, and “Unpretty”. The group also recorded four multi-platinum albums, including CrazySexyCool (1994), which received a diamond certification from the Recording Industry Association of America (RIAA). TLC also became the first R&B group in history to receive the Million certification from the Recording Industry Association of Japan (RIAJ) for FanMail (1999).
Having sold over 72 million records worldwide, TLC is one of the best-selling American girl groups. VH1 ranked TLC as the greatest female group, placing them at number 12 on the list of 100 Greatest Women in Music. Billboard magazine ranked TLC as one of the greatest musical trios, as well as the seventh-most-successful act of the 1990s. The group’s accolades include four career Grammy Awards, five MTV Video Music Awards, and five Soul Train Music Awards.
About “Creep – TLC Version” by TLC
“Creep – TLC Version” is new sound recording by TLC, the best-selling American girl group of all time, that was initially released January 31, 2023. It is a re-recording of TLC’s previous number-one single “Creep” released in October 1994 that reached #1 on the Billboard Hot 100 chart and is certified Platinum by the RIAA. As a new recording, the song was fully owned by the band and for the first time upon recording – and after selling our company 50% of the royalty rights to this song, TLC and holders of the “No Scrubs – TLC Version” Royalty Share Units will together receive all royalties generated from the song.
Royalty Share Agreement Terms
The TLC Agreement is between and our company and TLC II, LLC, an entity owned by the members of TLC. The “Creep – TLC Version” Music Royalty Asset is one (1) of three (3) underlying assets of the TLC Agreement. With respect to the “Creep – TLC Version” Music Royalty Asset portion of the TLC Agreement, the TLC Agreement provides the company with fifty percent (50%) of all streaming and digital download revenues generated from the “Creep – TLC Version” recording paid by DistroKid for the life of the copyright. Digital sales and streaming data shall be determined by reference to the royalty statements from the royalties paid to the TLC II, LLC monthly by DistroKid, which shall be conclusive and binding upon the parties to the TLC Agreement, absent manifest error.
Financial Highlights
“Creep – TLC Version” was released in January 2023 – however, promotion for this song only commenced in May of 2023. As such, there is limited financial data available for its performance, and limited royalties have been earned on this recording as of the date of this offering circular. Investors should be aware that past financial performance of the original “Creep” recording may not be indicative of the future performance of this re-recorded “Creep – TLC Version”.
| 2023 | 2024 | |||||||||||||||||||||||||||||||
| Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | |||||||||||||||||||||||||
| Creep – TLC Version | 1.44 | 110.42 | 95.31 | 40.44 | 76.95 | 59.42 | 122.76 | 101.98 | ||||||||||||||||||||||||
| 2025 | ||||||||||||||||
| Q1 | Q2 | Q3 | Q4 | |||||||||||||
| Creep – TLC Version | 89.41 | 60.61 | 189.63 | 255.52 | ||||||||||||
This table represents the percentage of historical royalties proportional to the percentage of the Music Royalty Asset available for sale under this offering.
Administrative Fee for the TLC Royalty Share Agreement
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of “Creep – TLC Version” Royalty Share Units) is 5.00%.
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The “Beyoncé’s Radio” Music Royalty Asset
Summary Overview
The “Beyoncé’s Radio” Music Royalty Asset is the underlying asset of the “Beyoncé’s Radio” Royalty Share Agreement (the “Agreement”). The Agreement contains up to one hundred percent (100%) of the producer’s share of revenues from the sale and exploitation of the paid by Sony Music Entertainment from the composition “Radio” recorded by Beyoncé, as well as revenues from sale and exploitation of videos related to this composition.
About Beyoncé
A multifaceted superstar by any measure, Beyoncé rose to fame in the late ‘90s as the central member of pop-R&B group Destiny’s Child, and in the following decade embarked on a multi-platinum, record-breaking solo career with Dangerously in Love (2003), her first in an unbroken string of number one pop solo albums. Chart-topping singles such as “Crazy in Love” (2003), “Irreplaceable” (2006), and “Single Ladies (Put a Ring on It)” (2008), combined with sold-out world tours and Grammy Awards, all heightened her profile in the 2000s.
In 2008, the singer released her third studio album, I Am...Sasha Fierce, which includes “Radio,” the title included in this offering. The double-disc effort emphasized her two distinct personalities, allowing Beyoncé to explore both mainstream sounds and traditional R&B. Billboard named her female artist of the decade, while the RIAA acknowledged that, with 64 gold and platinum certifications, she was the decade’s top-selling artist.
Beyoncé followed ten Grammy nominations in 2010 with 2011 album 4, which debuted at the top of the Billboard 200. Once Beyoncé released her self-titled visual album (2013), it was evident that the powerhouse vocalist, songwriter, and dancer wasn’t merely an entertainer but a progressive artist as well. The notion has been reaffirmed with her second visual album, Lemonade (2016), the Jay-Z collaboration Everything Is Love (2018), and her work on The Lion King (2019). She heralded her seventh studio album, Renaissance (2022), with the Top 20 single “Break My Soul” and followed it up with her latest, COWBOY CARTER in March 2024.
Royalty Share Agreement Terms
The “Beyoncé’s Radio” Royalty Share Agreement is between the producer of this song recording and our company. Pursuant to the Agreement, the company will be entitled to up to one hundred percent (100%) of the producer’s share of revenues from the sale and exploitation of the paid by Sony Music Entertainment from the composition “Radio” recorded by Beyoncé, as well as revenues from sale and exploitation of videos related to this composition.
Financial Highlights
| 2022 | 2023 | 2024 | 2025 | |||||||||||||||||||||||||
| 1H | 2H | 1H | 2H | 1H | 2H | H1 | ||||||||||||||||||||||
| Total Royalties | $ | 784.88 | $ | 1,377.56 | $ | 880.52 | $ | 779.42 | $ | 613.94 | $ | 2,163.95 | $ | 718.90 | ||||||||||||||
This table represents the percentage of historical royalties proportional to the percentage of the Music Royalty Asset available for sale under this offering.
Administrative Fee for the “Beyonce’s Radio” Royalty Share Agreement
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of “Beyonce’s Radio” Royalty Share Units) is 5.00%.
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The “Beyoncé - Countdown and More” Music Royalty Asset
Note: Previously, we referred to this Music Royalty Asset as “Cainon Lamb (Beyonce’s “Countdown” and More)”. We have since updated the name of this asset to better match our naming conventions – but the underlying Music Royalty Asset remains the same.)
About Beyoncé and “Countdown”
A multifaceted superstar by any measure, Beyoncé rose to fame in the late ‘90s as the central member of pop-R&B group Destiny’s Child, and in the following decade embarked on a multi-platinum, record-breaking solo career with Dangerously in Love (2003), her first in an unbroken string of number one pop solo albums. Chart-topping singles such as “Crazy in Love” (2003), “Irreplaceable” (2006), and “Single Ladies (Put a Ring on It)” (2008), combined with sold-out world tours and Grammy Awards, all heightened her profile in the 2000s.
In 2008, the singer released her third studio album, I Am...Sasha Fierce. The double-disc effort emphasized her two distinct personalities, allowing Beyoncé to explore both mainstream sounds and traditional R&B. Billboard named her female artist of the decade, while the RIAA acknowledged that, with 64 gold and platinum certifications, she was the decade’s top-selling artist.
Beyoncé followed ten Grammy nominations in 2010 with 2011 album 4, which debuted at the top of the Billboard 200 and includes title “Countdown,” featured in this catalog, which was certified a 2X-Platinum single by the RIAA in 2022.
Once Beyoncé released her self-titled visual album (2013), it was evident that the powerhouse vocalist, songwriter, and dancer wasn’t merely an entertainer but a progressive artist as well. The notion has been reaffirmed with her second visual album, Lemonade (2016), the Jay-Z collaboration Everything Is Love (2018), and her work on The Lion King (2019). She heralded her seventh studio album, Renaissance (2022), with the Top 20 single “Break My Soul” and followed it up with her latest, COWBOY CARTER in March 2024.
About “Let It Go” by Keyshia Cole, Missy Elliott, and Lil’ Kim
With a raspy soprano voice, Keyshia Cole became one of the most successful R&B artists to emerge in the mid-2000s. In 2007, she released album Just Like You, which featured four major singles, including “Let It Go,” a title in this catalog, with assists from major label artists Missy Elliott and Lil’ Kim. “Let It Go” was certified by the RIAA as a Platinum single later that same year, and the track received a Grammy nomination for Best Rap/Sung Collaboration, while Just Like You was nominated for Best Contemporary R&B Album.
Royalty Share Agreement Terms
The “Beyonce - Countdown and More” Royalty Share Agreement is between the songwriter and our company. Pursuant to the Agreement, SongVest will have the right to receive up to 100% of the songwriter’s performance revenue share for the life of the copyrights listed below. Revenues the company will be entitled to receive from the copyrights listed below (assets) pursuant to this agreement include revenues earned in connection with the public performance of the copyrights, which will be paid at the percentage interest as defined in the “Beyonce - Countdown and More” Royalty Share Agreement. Sales shall be determined by reference to the royalty statements from the royalties paid to the songwriter quarterly by ASCAP, which shall be conclusive and binding upon the parties to the agreement, absent manifest error.
Financial Highlights
In December 2023, ASCAP paid to rightsholders amounts related to certain historical adjustments for Amazon Music streaming collections. The applicable amount for this payment for the assets included in this offering totalled $112, and this amount is excluded from the financial information provided in this listing. The underlying data for that payment may be found in the detailed data accompanying this listing.
The royalties paid over the Q2 2023 to Q1 2024 timeframe from the revenue stream contemplated in the Beyonce – “Countdown” and More” Royalty Share Agreement have averaged approximately $1,854 per quarter.
| 2023 | 2024 | 2025 | ||||||||||||||||||||||||||||||||||||
| Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | |||||||||||||||||||||||||||||
| 91.53 | 83.82 | 72.10 | 107.41 | 82.64 | 106.58 | 105.38 | 62.73 | 76.38 | 59.55 | |||||||||||||||||||||||||||||
This table represents the percentage of historical royalties proportional to the percentage of the Music Royalty Asset available for sale under this offering.
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Administrative Fee for the “Beyonce - “Countdown” and More” Royalty Share Agreement
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of “Beyonce - “Countdown” and More” Royalty Share Units) is 5.00%.
“Young Thug – Best Friend” Royalty Share Asset
The “Young Thug – Best Friend” Music Royalty Asset is the underlying asset of the “Young Thug – Best Friend” Royalty Share Agreement (the “Agreement”). The Agreement contains up to one hundred percent (100%) of the songwriter’s share of public performance income paid by BMI earned by the “Best Friend” song recording by the artist Young Thung.
About Young Thug
Flouting hip-hop conventions while defying gender and sexuality stereotypes, Young Thug has been one of the most distinctive contemporary rap artists since attaining his chart debut with “Stoner” (2014). The eccentric rapper’s first of many gold- and platinum-certified recordings arrived amid a barrage of mixtapes that led to the Top Ten entries JEFFERY (2016) and Beautiful Thugger Girls (2017), and eventually his chart-topping debut studio album, So Much Fun (2019). A keen collaborator, Thug has been featured on dozens of tracks, including pop hits such as Camila Cabello’s “Havana,” Childish Gambino’s Grammy-winning “This Is America,” and Post Malone’s “Goodbyes,” and he has hit the upper reaches of the charts with the co-headlining commercial mixtapes Super Slimey (with Future) and Slime & B (with Chris Brown) as well as the crew compilation Slime Language 2. In 2021, he offered his second chart-topping studio album, Punk, followed in 2023 by Business Is Business.
An Atlanta native, Young Thug (born Jeffery Lamar Williams) released three volumes of his mixtape series before joining Gucci Mane’s 1017 Brick Squad crew in late 2012. His mixtape 1017 Thug followed in early 2013, featuring the quirky street single “Picacho.” Later in the year, his “Stoner” single appeared, but it didn’t catch fire until 2014, when an authorized remix featuring Wale opened the floodgates for a series of unauthorized remixes from artists like Jim Jones, lamsu!, and Trick Trick. The original track peaked that April and was eventually certified gold by the RIAA.
That same year, Thug signed to 300 Entertainment, the Atlantic-distributed imprint co-founded by Lyor Cohen and Kevin Liles, and continued recording mixtapes. His first release for the label, 2015’s Barter 6, climbed to number 22 on the Billboard 200 album chart. He began 2016 with I’m Up, the first of many mixtapes that year, which debuted at the same position as Barter. Months later, he dropped the Top Ten hit Slime Season 3. Before his next release, he was awarded a platinum certification for his 2015 track “Best Friend,” the title featured in this Royalty Share Units offering. At the end of the summer, he unexpectedly issued his third tape, originally titled No, My Name Is Jeffery and changed a week later to simply JEFFERY. With its provocative cover art and concept (each track was named after one of Thug’s idols), JEFFERY featured reggae/dub flourishes and appearances by Migos’ Offset and Quavo, Gucci Mane, Travis Scott, and Wyclef Jean.
Veering unexpectedly into new sonic territory, Beautiful Thugger Girls arrived in June 2017. Though it flirted with country and pop, the set retained Thug’s trademark weirdness at the fore. In 2017, he issued a pair of collaborations, first with producer Carnage on the Young Martha EP, which saw release that September, and then with Future on the October mixtape Super Slimey, and he was also featured on Camila Cabello’s number one pop hit “Havana.” The single “Ride on Me,” featuring A-Trak arrived in early 2018 ahead of the release of the Hear No Evil EP, which was issued that April. After he appeared on another number one hit, Childish Gambino’s “This Is America” (subsequently the Song of the Year winner at the 61st Grammy Awards), he issued the Young Stoner Life Records compilation Slime Language, which featured Lil Duke, Gunna, and Lil Uzi Vert. The next month, Thug released his third EP, On the Rvn. Debuting in the Top 20 of both the Billboard 200 and the R&B/ hiphop charts, the set featured guests 6LACK and Jaden Smith as well as Elton John, who gave Thug his seal of approval on the “Rocket Man”-sampling “High.” Thug’s first output in 2019 arrived in the form of a collaboration with J. Cole and Travis Scott titled “The London.” The single became his first Top 40 pop hit as a headliner — it peaked at number 12 on the Hot 100 — and was featured on his proper debut album, So Much Fun, which followed in August and topped the Billboard 200. Before the album’s second single, “Hot,” reached number 11 on the Hot 100, Thug was the featured artist on yet another hit, Post Malone’s Top Three “Goodbyes.” “The London” was later nominated for a Grammy in the category of Best Rap/Sung Performance. Thug’s work throughout 2020 included appearances on charting tracks by Migos, Gunna, DaBaby, and JackBoys, and a commercial mixtape collaboration with Chris Brown, Slime & B. He later reached the number one position for a second time with an appearance on Travis Scott’s single “Franchise.”
Kicking off 2021, Thug scored his first chart-topper of the year with the Young Stoner Life compilation Slime Language 2. The set featured Travis Scott, Drake, Lil Uzi Vert, Big Sean, Skepta, Future, Kid Cudi, and over a dozen more famous friends. By the end of the year, Thug delivered his second studio LP, Punk, a slight return to his more experimental side that featured guest spots from Doja Cat, Post Malone, Gunna, J. Cole, and many others. The album debuted at the number one spot on the Billboard 200 chart. Young Thug’s third long-player, Business Is Business, appeared in 2023, with features from Travis Scott, Future, Lil Uzi Vert, 21 Savage, and Drake.
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Royalty Share Agreement Terms
The “Young Thug – Best Friend” Royalty Share Agreement is between our company and the songwriter of the “Best Friend” composition by Young Thug. The Agreement entitles the company to up to one hundred percent (100%) of the songwriter’s share of public performance income paid by BMI earned by the “Best Friend” song recording by the artist Young Thung.
Financial Highlights
The royalties paid over the last four quarters from the revenue stream contemplated in the “Young Thug - Best Friend” Royalty Share Agreement have averaged approximately $337 per quarter for the periods presented below.
| 2023 | 2024 | 2025 | ||||||||||||||||||||||||||||||||||||
| Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | |||||||||||||||||||||||||||||
| 174.42 | 189.85 | 162.07 | 149.73 | 158.27 | 157.04 | 182.98 | 180.01 | 191.32 | 160.38 | |||||||||||||||||||||||||||||
This table represents the percentage of historical royalties proportional to the percentage of the Music Royalty Asset available for sale under this offering.
Administrative Fee for “Young Thug – Best Friend” Royalty Share Agreement
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of “Young Thug – Best Friend” Royalty Share Units) is 5.00%.
Duran Duran - “A Kind Of Magic” Royalty Share Asset
The “A Kind Of Magic” Music Royalty Asset is the underlying asset of the Duran Duran - “A Kind Of Magic” Royalty Share Agreement (the “Agreement”). The Agreement contains up to one hundred percent (100%) of David Richards producer’s share paid by Universal Music earned by the “A Kind Of Magic” song recording by the artist Queen.
About David Richards
David Richards (1956–2013) was a British-Swiss record producer, engineer, and musician renowned for his work with iconic artists like Queen, David Bowie, and Duran Duran. Richards spent much of his career at the legendary Mountain Studios in Montreux, Switzerland, where he became a close collaborator with Queen, particularly in the later stages of their career. He co-produced their albums A Kind of Magic (1986), The Miracle (1989), Innuendo (1991), and Made in Heaven (1995), contributing to some of their most memorable late-era hits.
Richards also worked extensively with David Bowie, co-producing albums including Never Let Me Down (1987) and Outside (1995), which highlighted his ability to adapt to Bowie’s experimental vision. His influence extended to artists like Duran Duran, Chris Rea, and Iggy Pop, among others, where his production work emphasized blending cutting-edge technology with authentic soundscapes. Known for his technical precision, musical intuition, and creativity, Richards left a lasting impact on rock and pop music, shaping the sound of many seminal albums during the 1980s and 1990s.
About “A Kind of Magic” Performed by Queen
“A Kind of Magic” is an energetic and catchy song by Queen, released in 1986 as part of their album A Kind of Magic and featured prominently in the film Highlander. Known for its infectious chorus, uplifting rhythm, and dynamic production, the song combines rock and pop with a sense of enchantment. It quickly became a fan favorite and a hit, especially in the UK, where it reached number three on the charts. The song’s whimsical lyrics and catchy melody highlight Queen’s ability to blend rock with mainstream appeal, and it has remained one of their most popular songs.
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Royalty Share Agreement Terms
The Duran Duran - “A Kind of Magic” Royalty Share Agreement is between our company and the owner of the producer’s share of “The Show Must Go On” by Queen. The Agreement entitles the company up to one hundred percent (100%) of the producer’s share paid by Universal Music earned by the “A Kind of Magic” song recording by the artist Queen.
Financial Highlights
Royalties paid over recent quarters from the revenue stream contemplated in the Duran Duran - “A Kind Of Magic” Royalty Share Agreement are set forth in the table below.
| 2023 | 2024 | 2025 | ||||||||||||||||||||||||||||||||||||||||||
| Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | ||||||||||||||||||||||||||||||||||
| A Kind of Magic | 432.49 | 790.31 | 644.63 | n/a | n/a | 1,275.16 | 504.87 | 1,306.29 | 446.36 | 811.18 | ||||||||||||||||||||||||||||||||||
This table represents the percentage of historical royalties proportional to the percentage of the Music Royalty Asset available for sale under this offering.
Administrative Fee for Duran Duran “A Kind Of Magic” Royalty Share Agreement
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of “A Kind Of Magic” Royalty Share Units) is 5.00%.
Investor Perk
Purchasers of Duran Duran - “A Kind Of Magic” Royalty Share Units are entitled to receive a “Certificate of Authenticity” at no additional cost. See “Plan of Distribution – Investor Perks” for more details.
Queen - “The Show Must Go On” Royalty Share Asset
The “The Show Must Go On” Music Royalty Asset is the underlying asset of the Queen - “The Show Must Go On” Royalty Share Agreement (the “Agreement”). The Agreement contains up to one hundred percent (100%) of David Richards producer’s share paid by Universal Music earned by the “The Show Must Go On” song recording by the artist Queen.
About David Richards
David Richards (1956–2013) was a British-Swiss record producer, engineer, and musician renowned for his work with iconic artists like Queen, David Bowie, and Duran Duran. Richards spent much of his career at the legendary Mountain Studios in Montreux, Switzerland, where he became a close collaborator with Queen, particularly in the later stages of their career. He co-produced their albums A Kind of Magic (1986), The Miracle (1989), Innuendo (1991), and Made in Heaven (1995), contributing to some of their most memorable late-era hits.
Richards also worked extensively with David Bowie, co-producing albums including Never Let Me Down (1987) and Outside (1995), which highlighted his ability to adapt to Bowie’s experimental vision. His influence extended to artists like Duran Duran, Chris Rea, and Iggy Pop, among others, where his production work emphasized blending cutting-edge technology with authentic soundscapes. Known for his technical precision, musical intuition, and creativity, Richards left a lasting impact on rock and pop music, shaping the sound of many seminal albums during the 1980s and 1990s.
About “The Show Must Go On” Performed by Queen
“The Show Must Go On” is a poignant and powerful song by Queen, released in 1991 as the closing track on their album Innuendo. Known for its dramatic orchestration, haunting melody, and lyrics about perseverance in the face of adversity, it became a tribute to Freddie Mercury’s courage as he continued performing despite his declining health due to AIDS. The song’s message—of facing life’s challenges and moving forward—has resonated deeply with fans, becoming one of Queen’s most celebrated and emotional works.
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Royalty Share Agreement Terms
The “The Show Must Go On” Royalty Share Agreement is between our company and the owner of the producer’s share of “A Kind Of Magic” by Queen. The Agreement entitles the company to up to fifty percent (50%) of the producer’s share of royalties paid by Universal Music and up to one hundred percent (100%) of the “neighbouring rights” i.e. (broadcast and public performance royalties) paid by Phonographic Performance Limited (PPL).
Financial Highlights
Royalties paid over recent quarters from the revenue stream contemplated in the “The Show Must Go On” Royalty Share Agreement are set forth in the table below.
| 2023 | 2024 | 2025 | ||||||||||||||||||||||||||||||||||||||||||
| Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | ||||||||||||||||||||||||||||||||||
| The Show Must Go On | 390.59 | 652.77 | 698.57 | 976.92 | 263.98 | 375.32 | 783.97 | 348.27 | 261.99 | 658.66 | 825.77 | |||||||||||||||||||||||||||||||||
Administrative Fee for “The Show Must Go On” Royalty Share Agreement
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of “The Show Must Go On” Royalty Share Units) is 5.00%.
Investor Perk
Purchasers of “The Show Must Go On” Royalty Share Units are entitled to receive a “Certificate of Authenticity” at no additional cost. See “Plan of Distribution – Investor Perks” for more details.
“Bohemian Rhapsody Soundtrack” Royalty Share Asset
The “Bohemian Rhapsody” Music Royalty Asset is the underlying asset of the “Bohemian Rhapsody Soundtrack” Royalty Share Agreement (the “Agreement”). The Agreement contains up to one hundred percent (100%) of David Richards producer’s share paid by Universal Music earned by the “Bohemian Rhapsody Soundtrack” recorded by the artist Queen.
About David Richards
David Richards (1956–2013) was a British-Swiss record producer, engineer, and musician renowned for his work with iconic artists like Queen, David Bowie, and Duran Duran. Richards spent much of his career at the legendary Mountain Studios in Montreux, Switzerland, where he became a close collaborator with Queen, particularly in the later stages of their career. He co-produced their albums A Kind of Magic (1986), The Miracle (1989), Innuendo (1991), and Made in Heaven (1995), contributing to some of their most memorable late-era hits.
Richards also worked extensively with David Bowie, co-producing albums including Never Let Me Down (1987) and Outside (1995), which highlighted his ability to adapt to Bowie’s experimental vision. His influence extended to artists like Duran Duran, Chris Rea, and Iggy Pop, among others, where his production work emphasized blending cutting-edge technology with authentic soundscapes. Known for his technical precision, musical intuition, and creativity, Richards left a lasting impact on rock and pop music, shaping the sound of many seminal albums during the 1980s and 1990s.
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About “Bohemian Rhapsody Soundtrack” Performed by Queen
The 2018 Bohemian Rhapsody movie soundtrack is a compilation of Queen’s greatest hits, designed to complement the biographical film about Freddie Mercury and the band’s rise to fame. The soundtrack captures the energy, creativity, and depth of Queen’s music, featuring iconic songs like “We Will Rock You,” “Radio Ga Ga,” “Somebody to Love,” and, of course, “Bohemian Rhapsody.”
What makes the soundtrack special is its blend of original studio recordings, new mixes, and live performances, including several songs from Queen’s legendary 1985 Live Aid concert, which had not been released in audio form before. It also includes previously unreleased recordings, like a live version of “Fat Bottomed Girls” from a 1979 Paris show. Produced with the aim of encapsulating Queen’s live energy and musical evolution, the soundtrack not only highlights Mercury’s vocal power and Brian May’s guitar work but also the band’s collaborative spirit and stage presence.
The Bohemian Rhapsody soundtrack became a commercial success, introducing Queen’s timeless music to new generations and helping the band’s legacy live on through the film.
Royalty Share Agreement Terms
The “Bohemian Rhapsody” Royalty Share Agreement is between our company and the owner of the producer’s share of titles included in the “Bohemian Rhapsody” soundtrack by Queen. The Agreement entitles the company up to one hundred percent (100%) of the producer’s share paid by Universal Music earned by the “Bohemian Rhapsody” sound track recording by the artist Queen.
Financial Highlights
Royalties paid over recent quarters from the revenue stream contemplated in the “Bohemian Rhapsody” Royalty Share Agreement are set forth in the table below.
| 2023 | 2024 | 2025 | ||||||||||||||||||||||||||||||||||||||
| Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | |||||||||||||||||||||||||||||||
| Bohemian Rhapsody Soundtrack | 104.45 | 81.14 | 224.43 | n/a | n/a | 92.37 | 167.24 | 143.55 | 115.31 | 121.05 | ||||||||||||||||||||||||||||||
Administrative Fee for “Bohemian Rhapsody Soundtrack” Royalty Share Agreement
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of “Bohemian Rhapsody” Royalty Share Units) is 5.00%.
Investor Perk
Purchasers of “Bohemian Rhapsody” Royalty Share Units are entitled to receive a “Certificate of Authenticity” at no additional cost. See “Plan of Distribution – Investor Perks” for more details.
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Queen - “I Want It All” Royalty Share Asset*
The “I Want It All” Music Royalty Asset is the underlying asset of the Queen - “I Want It All” Royalty Share Agreement (the “Agreement”). The Agreement contains to up to forty percent (40%) of the producer’s share paid by Universal Music and up to one hundred percent (100%) of the Neighbouring rights paid by PPL earned by the “I Want It All” song recording by the artist Queen.
About David Richards
David Richards (1956–2013) was a British-Swiss record producer, engineer, and musician renowned for his work with iconic artists like Queen, David Bowie, and Duran Duran. Richards spent much of his career at the legendary Mountain Studios in Montreux, Switzerland, where he became a close collaborator with Queen, particularly in the later stages of their career. He co-produced their albums A Kind of Magic (1986), The Miracle (1989), Innuendo (1991), and Made in Heaven (1995), contributing to some of their most memorable late-era hits.
Richards also worked extensively with David Bowie, co-producing albums including Never Let Me Down (1987) and Outside (1995), which highlighted his ability to adapt to Bowie’s experimental vision. His influence extended to artists like Duran Duran, Chris Rea, and Iggy Pop, among others, where his production work emphasized blending cutting-edge technology with authentic soundscapes. Known for his technical precision, musical intuition, and creativity, Richards left a lasting impact on rock and pop music, shaping the sound of many seminal albums during the 1980s and 1990s.
About “I Want It All” Performed by Queen
“I Want It All” is a powerful rock anthem by Queen, released in 1989 on their album The Miracle. Known for its fierce guitar riffs, commanding vocals, and unapologetic lyrics, the song expresses a determined drive to achieve one’s goals. It has since become one of Queen’s signature tracks, resonating with audiences for its message of ambition and resilience. The song was particularly popular in the U.S., where its defiant energy and heavy guitar sound were a hit with rock audiences, solidifying Queen’s place in the hard rock genre.
Royalty Share Agreement Terms
The Queen - “I Want It All” Royalty Share Agreement is between our company and the owner of the producer’s share of “I Want It All” by Queen. The Agreement entitles the company to up to forty percent (40%) of the producer’s share paid by Universal Music and up to one hundred percent (100%) of the Neighbouring rights paid by PPL earned by the “I Want It All” song recording by the artist Queen.
Financial Highlights
Royalties paid over recent quarters from the revenue stream contemplated in the Queen - “I Want It All” Royalty Share Agreement are set forth below.
| 2023 | 2024 | 2025 | ||||||||||||||||||||||||||||||||||||||||||
| Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | ||||||||||||||||||||||||||||||||||
| I Want It All | 322.45 | 497.11 | 2,031.45 | 772.99 | 488.16 | 525.78 | 936.95 | 101.83 | 215.53 | 221.33 | 724.75 | |||||||||||||||||||||||||||||||||
This table represents the percentage of historical royalties proportional to the percentage of the Music Royalty Asset available for sale under this offering.
Administrative Fee for Queen - “I Want It All” Royalty Share Agreement
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of Queen - “I Want It All” Royalty Share Units) is 5.00%.
Investor Perk
Purchasers of Queen - “I Want It All” Royalty Share Units are entitled to receive a “Certificate of Authenticity” at no additional cost. See “Plan of Distribution – Investor Perks” for more details.
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Queen - “Under Pressure” Royalty Share Asset*
The “Under Pressure” Music Royalty Asset is the underlying asset of the “Under Pressure” Royalty Share Agreement (the “Agreement”). The Agreement contains to up to one hundred percent (100%) of the Neighbouring rights paid by PPL earned by the “Under Pressure” song recording by the artist Queen and David Bowie.
About David Richards
David Richards (1956–2013) was a British-Swiss record producer, engineer, and musician renowned for his work with iconic artists like Queen, David Bowie, and Duran Duran. Richards spent much of his career at the legendary Mountain Studios in Montreux, Switzerland, where he became a close collaborator with Queen, particularly in the later stages of their career. He co-produced their albums A Kind of Magic (1986), The Miracle (1989), Innuendo (1991), and Made in Heaven (1995), contributing to some of their most memorable late-era hits.
Richards also worked extensively with David Bowie, co-producing albums including Never Let Me Down (1987) and Outside (1995), which highlighted his ability to adapt to Bowie’s experimental vision. His influence extended to artists like Duran Duran, Chris Rea, and Iggy Pop, among others, where his production work emphasized blending cutting-edge technology with authentic soundscapes. Known for his technical precision, musical intuition, and creativity, Richards left a lasting impact on rock and pop music, shaping the sound of many seminal albums during the 1980s and 1990s.
About Under Pressure Performed by Queen and David Bowie
“Under Pressure” is a rock classic performed by Queen and David Bowie, released as a single in 1981. The song combines rock, funk, and soul influences, featuring an iconic bassline, emotive vocals, and a theme exploring the pressures of modern life and the need for love and empathy. It became a major hit, topping the UK Singles Chart, and is celebrated as one of rock’s most memorable collaborations.
David Richards actually played the piano on “Under Pressure” when late in the morning David Richards and David Bowie switched roles with Bowie at the mixing board directing Richards to get the right piano chords.
Royalty Share Agreement Terms
The Queen -“Under Pressure” Royalty Share Agreement is between our company and the owner of the producer’s share of “Under Pressure” by Queen and David Bowie. The Agreement entitles the company to up to one hundred percent (100%) of the Neighbouring rights paid by PPL earned by the “I Want It All” song recording by the artist Queen and David Bowie.
Financial Highlights
Royalties paid over recent quarters from the revenue stream contemplated in the Queen - “Under Pressure” Royalty Share Agreement are set forth in the table below.
| 2023 | 2024 | 2025 | ||||||||||||||||||||||||||||||||||||||||||
| Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | ||||||||||||||||||||||||||||||||||
| Under Pressure | 396.59 | 335.00 | 221.61 | 266.50 | 401.77 | 585.39 | n/a | n/a | n/a | 276.21 | 1,010.53 | |||||||||||||||||||||||||||||||||
This table represents the percentage of historical royalties proportional to the percentage of the Music Royalty Asset available for sale under this offering.
Administrative Fee for Queen - “Under Pressure” Royalty Share Agreement
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of “Under Pressure” Royalty Share Units) is 5.00%.
Investor Perk
Purchasers of “Under Pressure” Royalty Share Units are entitled to receive a “Certificate of Authenticity” at no additional cost. See “Plan of Distribution – Investor Perks” for more details.
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The “Duran Duran’s Ordinary World” Music Royalty Asset
The “Duran Duran’s Ordinary World” Music Royalty Asset is the underlying asset of the “Duran Duran’s Ordinary World” Royalty Share Agreement (the “Agreement”). The Agreement contains to up to 75% of David Richard’s share of royalties related to this song, who was a producer of the song recording.
About David Richards
David Richards (1956–2013) was a British-Swiss record producer, engineer, and musician renowned for his work with iconic artists like Queen, David Bowie, and Duran Duran. Richards spent much of his career at the legendary Mountain Studios in Montreux, Switzerland, where he became a close collaborator with Queen, particularly in the later stages of their career. He co-produced their albums A Kind of Magic (1986), The Miracle (1989), Innuendo (1991), and Made in Heaven (1995), contributing to some of their most memorable late-era hits.
Richards also worked extensively with David Bowie, co-producing albums including Never Let Me Down (1987) and Outside (1995), which highlighted his ability to adapt to Bowie’s experimental vision. His influence extended to artists like Duran Duran, Chris Rea, and Iggy Pop, among others, where his production work emphasized blending cutting-edge technology with authentic soundscapes. Known for his technical precision, musical intuition, and creativity, Richards left a lasting impact on rock and pop music, shaping the sound of many seminal albums during the 1980s and 1990s.
About “Ordinary World” performed by Duran Duran
“Ordinary World” is a song by the English pop rock band Duran Duran, released on 19 December 1992 by Capitol as the first single from their second self-titled album (1993), commonly known as the Wedding Album. It was later released in the UK by EMI and Parlophone on 18 January 1993. The ballad, both written by the band and co-produced with John Jones, topped the US Billboard Top 40/Mainstream chart, the Canadian RPM 100 Hit Tracks chart, and the Italian Singles Chart. It also peaked at number three on the Billboard Hot 100, number two in Iceland and Sweden, and number six on the UK Singles Chart. The song’s music video was directed by Nick Egan and filmed in California.
The song was nominated for Ivor Novello Award for Best Song Musically and Lyrically in May 1994. Lead vocalist Simon Le Bon sang the song with Luciano Pavarotti at a benefit concert for War Child. “Ordinary World” remains one of Duran Duran’s most popular songs and, in October 2021, was their second-most streamed song in the UK.
David Richards was a producer of the “Ordinary World” song recording.
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Royalty Share Agreement Terms
The “Duran Duran’s Ordinary World” Royalty Share Agreement is between the seller and our company. Pursuant to the Agreement, our company will have the right to receive up to 75% of the of the seller’s share of producer royalties related to the “Ordinary World” sound recording as paid by Warner Music Group UK for the life of the copyrights. Revenues the company will be entitled to receive pursuant to this agreement include revenues earned in connection with the mechanicals/streaming of the copyrights, which will be paid at the percentage interest as defined in the “Duran Duran’s Ordinary World” Royalty Share Agreement. Sales shall be determined by reference to the royalty statements from the royalties paid by Warner Music Group UK to the seller quarterly, which shall be conclusive and binding upon the parties to the agreement, absent manifest error.
We note that the “seller” in this agreement is Alex Guiva, a member of our manager, SAJA, and a related party of our company See “Interest of Management and Others in Certain Transactions” for more information.
Financial Highlights
Royalties paid over recent months from the revenue stream contemplated in the “Duran Duran’s Ordinary World” Royalty Share Agreement are set forth in the tables below.
| 2024 | 2025 | |||||||||||||||
| Q3 | Q4 | Q1 | Q2 | |||||||||||||
| Ordinary World | $ | 1,599.13 | $ | 211.94 | $ | 197.14 | $ | 1,806.28 | ||||||||
This table represents the percentage of historical royalties proportional to the percentage of the Music Royalty Asset available for sale under this offering.
Administrative Fee for the “Duran Duran’s Ordinary World” Royalty Share Agreement
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of “Ordinary World - David Richards” Royalty Share Units) is 5.00%.
The “Duran Duran’s Come Undone” Music Royalty Asset*
The “Duran Duran’s Come Undone” Music Royalty Asset is the underlying asset of the “Duran Duran’s Come Undone” Royalty Share Agreement (the “Agreement”). The Agreement contains to up to 75% of David Richard’s share of royalties related to this song, who was a producer of the song recording.
About David Richards
David Richards (1956–2013) was a British-Swiss record producer, engineer, and musician renowned for his work with iconic artists like Queen, David Bowie, and Duran Duran. Richards spent much of his career at the legendary Mountain Studios in Montreux, Switzerland, where he became a close collaborator with Queen, particularly in the later stages of their career. He co-produced their albums A Kind of Magic (1986), The Miracle (1989), Innuendo (1991), and Made in Heaven (1995), contributing to some of their most memorable late-era hits.
Richards also worked extensively with David Bowie, co-producing albums including Never Let Me Down (1987) and Outside (1995), which highlighted his ability to adapt to Bowie’s experimental vision. His influence extended to artists like Duran Duran, Chris Rea, and Iggy Pop, among others, where his production work emphasized blending cutting-edge technology with authentic soundscapes. Known for his technical precision, musical intuition, and creativity, Richards left a lasting impact on rock and pop music, shaping the sound of many seminal albums during the 1980s and 1990s.
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About “Come Undone” performed by Duran Duran
“Come Undone” is a song by English rock band Duran Duran, released in March 1993 by Parlophone as the second single from their seventh studio album, Duran Duran (1993). With their commercial and critical success reestablished by the previous single “Ordinary World”, “Come Undone” continued to showcase more of the band’s entry into the adult contemporary radio format.
The single became the group’s second consecutive US top-10 hit from the Wedding Album, peaking at number seven on the Billboard Hot 100 and becoming their last top-40 hit on that chart. It was also popular in the United Kingdom and other international markets, reaching number two in Canada, number eight in Italy, number nine in Ireland, and number 13 in the UK. As of October 2021, “Come Undone” is the eighth-most streamed Duran Duran song in the UK.
David Richards was a producer for “Come Undone”.
Royalty Share Agreement Terms
The “Duran Duran’s Come Undone” Royalty Share Agreement is between the seller and our company. Pursuant to the Agreement, our company will have the right to receive up to 75% of David Richard’s producer royalties related to the “Come Undone” song recording as paid by Warner Music Group UK for the life of the copyrights. Revenues the company will be entitled to receive pursuant to this agreement include revenues earned in connection with the mechanicals/streaming of the copyrights. Sales shall be determined by reference to the royalty statements from the royalties paid by Warner Music Group UK to the seller quarterly, which shall be conclusive and binding upon the parties to the agreement, absent manifest error.
We note that the “seller” in this agreement is Alex Guiva, a member of our manager, and a related party of our company. See “Interest of Management and Others in Certain Transactions” for more information.
Financial Highlights
Royalties paid over recent months from the revenue stream contemplated in the “Duran Duran’s Come Undone” Royalty Share Agreement are set forth in the tables below.
| 2024 | 2025 | |||||||||||||||
| Q3 | Q4 | Q1 | Q2 | |||||||||||||
| Come Undone | 148.82 | 131.56 | 184.38 | 140.15 | ||||||||||||
Administrative Fee for the “Duran Duran’s Come Undone” Royalty Share Agreement
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of “Come Undone- David Richards” Royalty Share Units) is 5.00%.
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Chris Brown - “Go Crazy” Royalty Share Asset
The Chris Brown - “Go Crazy” Music Royalty Asset is the underlying asset of the Chris Brown - “Go Crazy” Royalty Share Agreement (the “Agreement”). The Agreement contains up to thirty three percent (33.33%) of writer’s share paid by BMI earned by the “Go Crazy” song recording by the artist Chris Brown.
About Chris Brown
Chris Brown is an American singer, songwriter, and dancer known for his versatile blend of R&B, pop, and hip-hop, as well as his dynamic performance style. He rose to fame in the mid-2000s with his debut single “Run It!” and quickly became recognized for his smooth vocals and intricate choreography. Over his career, Brown has released numerous chart-topping songs including “Forever,” “Look at Me Now,” and “No Guidance,” collaborating widely across genres. His extensive catalog and performance-driven artistry have made him a prominent and enduring figure in contemporary popular music.
About Go Crazy
“Go Crazy” by Chris Brown is an energetic R&B track released in 2020 that blends upbeat production with themes of romance, spontaneity, and emotional intensity. Carried by a catchy hook and smooth vocal delivery, the song captures the feeling of being swept up in attraction and excitement. Its lively, feel-good tone highlights Chris Brown’s ability to balance danceable rhythms with melodic R&B sensibilities.
Royalty Share Agreement Terms
The Chris Brown - “Go Crazy” Royalty Share Agreement is between our company and the owner of the writer’s share of “Go Crazy” by Chris Brown. The Agreement entitles the company up to thirty three percent (33%) of the writer’s share paid by BMI earned by the “Go Crazy” song recording by the artist Chris Brown.
Financial Highlights
Royalties paid over recent quarters from the revenue stream contemplated in the Chris Brown - “Go Crazy” Royalty Share Agreement are set forth in the table below.
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| 3/31/22 | 6/30/22 | 9/30/22 | 12/31/22 | 3/31/23 | 6/30/23 | |||||||||||||||||||
| Go Crazy* | $ | 7,150 | $ | 6,848 | $ | 4,358 | $ | 68,075 | $ | 4,094 | $ | 4,287 | ||||||||||||
| 9/30/23 | 12/31/23 | 3/31/24 | 6/30/24 | 9/30/24 | 12/31/24 | Last Twelve Months (LTM) |
||||||||||||||||||||||
| Go Crazy* | $ | 3,868 | $ | 2,837 | $ | 2,653 | $ | 2,495 | $ | 2,940 | $ | 2,693 | $ | 10,781 | ||||||||||||||
| * | These numbers represent 33% of earnings of the “Go Crazy” recording for the periods shown to align with the terms of the music royalty asset being offered. |
Administrative fee for Chris Brown - “Go Crazy”
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of Chris Brown - “Go Crazy” Royalty Share Units) is 5.00%.
Investor Perk
Purchasers of Chris Brown - “Go Crazy” Royalty Share Units are entitled to receive a “Certificate of Authenticity” at no additional cost. See “Plan of Distribution – Investor Perks” for more details.
Jeremih - “Birthday Sex” Royalty Share Asset
The Jeremih - “Birthday Sex” Music Royalty Asset is the underlying asset of the Jeremih - “Birthday Sex” Royalty Share Agreement (the “Agreement”). The Agreement contains up to thirty percent (30%) of the Publisher’s share paid by Royalty Exchange earned by the “Birthday Sex” song recording by the artist Jerimih.
About Jerimih
Jeremih is a Grammy-nominated R&B singer, songwriter, and producer from Chicago whose sleek, melodic style helped shape modern R&B in the late 2000s and 2010s. He broke through with his self-titled debut album in 2009, led by the multi-platinum hit “Birthday Sex,” which established him as a major commercial force. Known for blending sensual vocals with minimalist, forward-leaning production, Jeremih has delivered a string of successful singles including “Down On Me,” “Don’t Tell ‘Em,” and “Oui,” while also becoming a sought-after collaborator for artists such as Drake, Chance the Rapper, Lil Wayne, and Big Sean. With a catalog that continues to generate strong streaming and performance activity, Jeremih remains a durable and influential presence in contemporary R&B.
About “Birthday Sex”
“Birthday Sex” by Jeremih is a defining modern R&B slow jam that blends smooth production with an instantly recognizable hook. Released in 2009, the track became a breakout hit, reaching the top five on the Billboard Hot 100 and establishing Jeremih as a major voice in contemporary R&B. Its longevity across streaming, radio, and cultural playlists has made it a staple catalog record with enduring listener appeal.
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Royalty Share Agreement Terms
The Jeremih - “Birthday Sex” Royalty Share Agreement is between our company and the owner of the Publisher’s share of “Birthday Sex” by Jerimih. The Agreement entitles the company up to thirty percent (30%) of the Publisher’s share paid by Royalty Exchange earned by the “Birthday Sex” song recording by the artist Jerimih.
Financial Highlights
Royalties paid over recent quarters from the revenue stream contemplated in the Jeremih - “Birthday Sex” Royalty Share Agreement are set forth in the table below.
| 12/31/23 | 3/31/24 | 6/30/24 | 9/30/24 | 12/31/24 | 3/31/25 | 6/30/25 | 9/30/25 | LTM | ||||||||||||||||||||||||||||
| Birthday Sex* | $ | 3,213 | $ | 2,566 | $ | 3,664 | $ | 3,109 | $ | 4,538 | $ | 2,534 | $ | 2,607 | $ | 3,694 | $ | 13,373 | ||||||||||||||||||
| * | These numbers represent 30% of total earnings of the “Birthday Sex” song recording for the periods shown to align with underlying terms of the Music Royalty Asset being offered. |
Administrative fee for Jeremih - “Birthday Sex”
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of Jeremih - “Birthday Sex” Royalty Share Units) is 5.00%.
Investor Perk
Purchasers of Jeremih - “Birthday Sex” Royalty Share Units are entitled to receive a “Certificate of Authenticity” at no additional cost. See “Plan of Distribution – Investor Perks” for more details.
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Sean Paul (feat. Dua Lipa) - “No Lie” Royalty Share Asset
The Sean Paul (feat. Dua Lipa) - “No Lie” Music Royalty Asset is the underlying asset of the Sean Paul (feat. Dua Lipa) - “No Lie” Royalty Share Agreement (the “Agreement”). The Agreement contains up to thirty percent (30%) of the Writer’s share paid by Royalty Exchange earned by the “No Lie” song recording by the artist Sean Paul feat Dua Lipa.
About Sean Paul
Sean Paul is a Grammy Award–winning Jamaican artist and one of the most influential figures in modern dancehall music. Rising to international prominence in the early 2000s, he helped bring dancehall to a global audience with hits such as “Gimme the Light,” “Get Busy,” and “Temperature.” Known for his distinctive flow, patois-inflected delivery, and genre-blending sound, Sean Paul has collaborated with a wide range of artists across pop, hip-hop, and electronic music. His career longevity, chart success, and crossover appeal have solidified his status as a key ambassador of Jamaican music worldwide.
About Dua Lipa
Dua Lipa is a Grammy Award–winning British singer and songwriter known for her distinctive voice, confident pop sensibility, and genre-blending sound. Emerging in the mid-2010s, she achieved global success with hit singles such as “Be the One,” “New Rules,” and “Don’t Start Now,” establishing herself as a leading figure in modern pop music. Her work draws from pop, disco, dance, and R&B influences, paired with a strong visual identity and cultural impact. With multiple chart-topping releases and international acclaim, Dua Lipa has become one of the defining pop artists of her generation.
About “No Lie”
“No Lie” by Sean Paul is a high-energy dancehall-pop track released in 2016 featuring Dua Lipa. Built around a minimalist beat and infectious rhythm, the song blends Sean Paul’s signature dancehall flow with Dua Lipa’s smooth, confident vocals, creating a flirty call-and-response dynamic. The track became a global hit, charting strongly across Europe and beyond, and helped reintroduce Sean Paul to a new generation of listeners while cementing Dua Lipa’s rise as a pop powerhouse.
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Royalty Share Agreement Terms
The Sean Paul (feat. Dua Lipa) - “No Lie” Royalty Share Agreement is between our company and the owner of the Writer’s share of “No Lie” by Sean Paul feat Dua Lipa. The Agreement entitles the company up to thirty percent (30%) of the Writer’s share paid by Royalty Exchange earned by the “No Lie” song recording by the artist Sean Paul feat Dua Lipa.
Financial Highlights
Royalties paid over recent quarters from the revenue stream contemplated in the Sean Paul (feat. Dua Lipa) - “No Lie” Royalty Share Agreement are set forth in the table below.
| 2022-09-30 | 2022-12-31 | 2023-03-31 | 2023-06-30 | 2023-09-30 | 2023-12-31 | 2024-03-31 | ||||||||||||||||||||
| $ | 2,932 | $ | 2,867 | $ | 2,981 | $ | 2,890 | $ | 2,805 | $ | 3,780 | $ | 3,202 | |||||||||||||
| 2024-06-30 | 2024-09-30 | 2024-12-31 | 2025-03-31 | 2025-06-30 | LTM | |||||||||||||||||
| $ | 2,659 | $ | 2,623 | $ | 2,452 | $ | 1,935 | $ | 3,117 | $ | 10,127 | |||||||||||
The numbers above represent 30% of earnings for the periods shown to align with terms of the underling music royalty asset being offered..
Administrative fee for “No Lie”
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of Sean Paul (feat. Dua Lipa) - “No Lie” Royalty Share Units) is 5.00%.
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Investor Perk
Purchasers of Sean Paul (feat. Dua Lipa) - “No Lie” Royalty Share Units are entitled to receive a “Certificate of Authenticity” at no additional cost. See “Plan of Distribution – Investor Perks” for more details.
Jason Derulo (feat. French Montana) - “Tip Toe” Royalty Share Asset
The Jason Derulo (feat. French Montana) - “Tip Toe” Music Royalty Asset is the underlying asset of the Jason Derulo (feat. French Montana) - “Tip Toe” Royalty Share Agreement (the “Agreement”). The Agreement contains up to thirty percent (30%) of writer’s share paid by Royalty Exchange earned by the “Tip Toe” song recording by the artist Jason Derulo feat French Montana.
About Jason Derulo
Jason Derulo is an American singer, songwriter, and performer known for his genre-blending pop sound and high-energy dance style. Rising to fame in the late 2000s, he scored a string of global hits including “Whatcha Say,” “Talk Dirty,” “Wiggle,” and “Savage Love,” combining pop, R&B, hip-hop, and dance influences. Renowned for his dynamic stage presence and crossover appeal, Derulo has achieved billions of streams worldwide and collaborated with a wide range of international artists. His ability to adapt to evolving pop trends has made him a consistent force in global popular music.
About French Montana
French Montana is a Moroccan-American rapper and songwriter known for his melodic flow and collaborations across hip-hop and pop. Emerging from New York’s mixtape scene in the early 2010s, he broke into the mainstream with hits such as “Unforgettable,” “Pop That,” and “No Stylist.” His music blends hip-hop with global influences, often incorporating Afrobeat, Caribbean, and melodic elements. With multiple charting releases and high-profile collaborations, French Montana has established himself as a prominent and versatile presence in contemporary hip-hop.
About Tip Toe
“Tip Toe” by Jason Derulo featuring French Montana is an upbeat pop track released in 2017 that blends tropical, dancehall-influenced rhythms with slick hip-hop elements. Built around a catchy flute melody and playful lyrics, the song showcases Derulo’s smooth vocal delivery alongside French Montana’s laid-back verse. Designed for the dance floor, “Tip Toe” gained attention for its infectious groove and vibrant visuals, reinforcing Jason Derulo’s reputation for creating globally accessible, rhythm-driven pop hits.
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Royalty Share Agreement Terms
The Jason Derulo (feat. French Montana) - “Tip Toe” Royalty Share Agreement is between our company and the owner of the writer’s share of “Tip Toe” by Jason Derulo feat French Montana. The Agreement entitles the company up to thirty percent (30%) of the writer’s share paid by Royalty Exchange earned by the “Tip Toe” song recording by the artist Jason Derulo feat French Montana.
Financial Highlights
| 2022-09-30 | 2022-12-31 | 2023-03-31 | 2023-06-30 | 2023-09-30 | 2023-12-31 | 2024-03-31 | ||||||||||||||||||||
| $ | 461 | $ | 401 | $ | 365 | $ | 570 | $ | 260 | $ | 450 | $ | 420 | |||||||||||||
| 2024-06-30 | 2024-09-30 | 2024-12-31 | 2025-03-31 | 2025-06-30 | Total | LTM | ||||||||||||||||||||
| $ | 426 | $ | 443 | $ | 369 | $ | 450 | $ | 393 | $ | 5,010 | $ | 1,655 | |||||||||||||
The numbers in the table above represent 30% of earnings for the periods shown to align with the terms of the underlying music royalty asset being offered.
Administrative fee for “Tip Toe”
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of Jason Derulo (feat. French Montana) - “Tip Toe” Royalty Share Units) is 5.00%.
Investor Perk
Purchasers of Jason Derulo (feat. French Montana) - “Tip Toe” Royalty Share Units are entitled to receive a “Certificate of Authenticity” at no additional cost. See “Plan of Distribution – Investor Perks” for more details.
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Chris Brown & Pitbull - Vol.1 Royalty Share Asset
The Chris Brown & Pitbull - Vol.1 Music Royalty Asset is the underlying asset of the Chris Brown & Pitbull - Vol.1 Royalty Share Agreement (the “Agreement”). The Agreement contains up to thirty percent (30%) of writer’s share paid by Royalty Exchange earned by the following song recordings by the artist Pitbull and more.
Song Offerings
Title & Song ID
| 1. | 1X1 24348968 |
| 2. | BONGO 28404046 |
| 3. | CIRCLES 17312164 |
| 4. | GHOST 17312167 |
| 5. | HEY MA (ENGLISH SINGLE VERSION) 23993183 |
| 6. | HEY MA (SPANISH VERSION) 23993184 |
| 7. | JACKIE CHAN 28140724 |
| 8. | JE NE VEUX PLUS 26005693 |
| 9. | MY LOVE 25288013 |
| 10. | POR FAVOR 25858556 |
| 11. | POR FAVOR (SPANGLISH VERSION) 25858557 |
| 12. | QUESTIONS 25359089 |
| 13. | THINKING ABOUT YOU 26217046 |
| 14. | WILDERNESS 25634342 |
About Pitbull
Pitbull is a Grammy Award–winning American artist, entrepreneur, and global pop icon known for his high-energy blend of hip-hop, pop, and Latin influences. Rising to prominence in the mid-2000s, he scored international hits such as “I Know You Want Me (Calle Ocho),” “Give Me Everything,” and “Timber,” becoming a staple of club and radio playlists worldwide. Recognized for his charismatic delivery and motivational persona, Pitbull has collaborated with artists across genres and cultures. Beyond music, he is also known for his business ventures and philanthropic work, solidifying his status as a crossover entertainer with worldwide appeal.
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Royalty Share Agreement Terms
The Chris Brown & Pitbull - Vol.1 Royalty Share Agreement is between our company and the owner of the writer’s share of the song recordings listed above by Pitbull, Chris Brown, and more. The Agreement entitles the company up to thirty percent (30%) of the writer’s share paid by Royalty Exchange earned by the song recordings listed above by the artist Pitbull, Chris Brown, and more.
Financial Highlights
Royalties paid over recent quarters from the revenue stream contemplated in the “Chris Brown & Pitbull - Vol.1 Royalty Share Agreement are set forth in the table below.
| 2022-09-30 | 2022-12-31 | 2023-03-31 | 2023-06-30 | 2023-09-30 | 2023-12-31 | 2024-03-31 | ||||||||||||||||||||||
| HEY MA (SPANISH VERSION) | 770.62 | 769.02 | 1,242.99 | 1,168.35 | 570.26 | 619.95 | 634.71 | |||||||||||||||||||||
| HEY MA (ENGLISH SINGLE VERSION) | 245.35 | 487.95 | 363.14 | 250.74 | 263.74 | 392.04 | 324.84 | |||||||||||||||||||||
| GHOST | 590.66 | 178.74 | 90.41 | 98.58 | 808.59 | 69.26 | 57.82 | |||||||||||||||||||||
| QUESTIONS | 142.22 | 405.28 | 151.25 | 299.48 | 374.05 | 143.13 | 139.37 | |||||||||||||||||||||
| POR FAVOR | 89.79 | 83.00 | 61.07 | 93.57 | 44.35 | 85.00 | 60.22 | |||||||||||||||||||||
| UNALLOCATED | 58.36 | 433.30 | 151.46 | 307.92 | 64.42 | - | - | |||||||||||||||||||||
| MY LOVE | 0.44 | 2.61 | 58.27 | 0.25 | 3.58 | 46.78 | 270.76 | |||||||||||||||||||||
| POR FAVOR (SPANGLISH VERSION) | 40.15 | 33.48 | 35.01 | 92.17 | 82.99 | 71.83 | 70.97 | |||||||||||||||||||||
| JACKIE CHAN | 59.20 | 46.43 | 37.82 | 76.02 | 51.75 | 61.41 | 39.12 | |||||||||||||||||||||
| 1X1 | 32.78 | 22.59 | 19.79 | 45.09 | 19.45 | 26.27 | 24.68 | |||||||||||||||||||||
| BONGO | 1.89 | 1.25 | 2.15 | 49.65 | 1.60 | 68.56 | 20.56 | |||||||||||||||||||||
| THINKING ABOUT YOU | 4.22 | 2.92 | 9.68 | 6.98 | 2.10 | 2.44 | 1.54 | |||||||||||||||||||||
| WILDERNESS | 0.27 | 7.11 | 0.34 | 0.52 | 0.43 | 0.49 | 0.47 | |||||||||||||||||||||
| BASIC | 1.23 | 0.68 | 1.25 | 1.87 | 0.84 | - | - | |||||||||||||||||||||
| HEY MA | 0.05 | 0.84 | 1.02 | - | 0.75 | - | - | |||||||||||||||||||||
| CIRCLES | 0.03 | 0.03 | 0.21 | 0.10 | 0.09 | 0.22 | 0.32 | |||||||||||||||||||||
| JE NE VEUX PLUS | 1.39 | - | - | - | - | - | - | |||||||||||||||||||||
| Total | 2,038.65 | 2,475.23 | 2,225.86 | 2,491.29 | 2,288.99 | 1,587.38 | 1,645.38 | |||||||||||||||||||||
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| 2024-06-30 | 2024-09-30 | 2024-12-31 | 2025-03-31 | 2025-06-30 | Total | LTM | ||||||||||||||||||||||
| HEY MA (SPANISH VERSION) | 650.37 | 673.33 | 600.18 | 736.47 | 716.49 | 9,152.74 | 2,726.47 | |||||||||||||||||||||
| HEY MA (ENGLISH SINGLE VERSION) | 183.03 | 156.86 | 204.07 | 181.91 | 190.59 | 3,244.26 | 733.43 | |||||||||||||||||||||
| GHOST | 154.35 | 245.76 | 115.46 | 15.16 | 119.97 | 2,544.76 | 496.35 | |||||||||||||||||||||
| QUESTIONS | 130.20 | 174.87 | 225.06 | 188.87 | 106.06 | 2,479.84 | 694.86 | |||||||||||||||||||||
| POR FAVOR | 63.54 | 186.92 | 45.09 | 94.87 | 109.61 | 1,017.03 | 436.49 | |||||||||||||||||||||
| UNALLOCATED | - | - | - | - | - | 1,015.46 | - | |||||||||||||||||||||
| MY LOVE | 266.83 | 113.89 | 55.47 | 33.04 | 17.97 | 869.89 | 220.37 | |||||||||||||||||||||
| POR FAVOR (SPANGLISH VERSION) | 45.33 | 41.76 | 22.27 | 19.16 | 27.95 | 583.07 | 111.14 | |||||||||||||||||||||
| JACKIE CHAN | 20.97 | 35.78 | 32.79 | 27.72 | 25.23 | 514.24 | 121.52 | |||||||||||||||||||||
| 1X1 | 16.64 | 19.54 | 19.11 | 24.13 | 20.83 | 290.90 | 83.61 | |||||||||||||||||||||
| BONGO | 13.70 | 6.81 | 4.36 | 3.84 | 2.45 | 176.82 | 17.46 | |||||||||||||||||||||
| THINKING ABOUT YOU | 4.68 | 0.99 | 3.40 | 6.72 | 1.65 | 47.32 | 12.76 | |||||||||||||||||||||
| WILDERNESS | 0.59 | 0.63 | 0.63 | 1.74 | 0.66 | 13.88 | 3.66 | |||||||||||||||||||||
| BASIC | - | - | - | - | - | 5.87 | - | |||||||||||||||||||||
| HEY MA | - | - | - | - | - | 2.66 | - | |||||||||||||||||||||
| CIRCLES | 0.32 | 0.22 | 0.43 | 0.04 | 0.05 | 2.06 | 0.74 | |||||||||||||||||||||
| JE NE VEUX PLUS | - | - | - | - | 0.02 | 1.41 | 0.02 | |||||||||||||||||||||
| Total | 1,550.55 | 1,657.36 | 1,328.32 | 1,333.67 | 1,339.53 | 21,962.21 | 5,658.88 | |||||||||||||||||||||
These numbers represent 30% of the total earnings of these song compositions to align with the terms of the offered music royalty asset.
Administrative fee for Chris Brown & Pitbull - Vol.1
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of Chris Brown & Pitbull - Vol.1 Royalty Share Units) is 5.00%.
Investor Perk
Purchasers of Chris Brown & Pitbull - Vol.1 Royalty Share Units are entitled to receive a “Certificate of Authenticity” at no additional cost. See “Plan of Distribution – Investor Perks” for more details.
Bebe Rexha, Drake & Nelly Furtado - Vol. 1 Royalty Share Asset
The song recordings “I’m Gonna Show You (Crazy)”, “Weston Road Flows”, “Overdrive”, and “Manos Al Aire” Music Royalty Assets are the underlying assets of the Bebe Rexha, Drake & Nelly Furtado - Vol. 1 Royalty Share Agreement (the “Agreement”). The Agreement contains up to seventy five percent (75%) of writer’s share paid by SOCAN earned by the “I’m Gonna Show You (Crazy)”, “Weston Road Flows”, “Overdrive”, and “Manos Al Aire” song recordings by the artists Bebe Rexha, Drake, & Nelly Furtado.
About Bebe Rexha
Bebe Rexha is an American singer, songwriter, and multi-platinum recording artist known for her powerful voice and emotionally direct pop sound. She first gained recognition as a songwriter, contributing to major hits before launching a successful solo career with songs such as “Meant to Be,” “I’m a Mess,” and “I’m Good (Blue).” Blending pop, dance, and R&B influences, Rexha has built a reputation for versatile, radio-driven hits and candid storytelling. Her chart success, songwriting credentials, and distinctive vocal style have established her as a prominent figure in contemporary pop music.
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About Drake
Drake is a Grammy Award–winning Canadian artist, songwriter, and producer who has become one of the most influential figures in modern music. Rising from his early work as an actor to global stardom in the late 2000s, he helped redefine hip-hop by blending rap with melodic R&B and introspective lyricism. With chart-dominating hits such as “God’s Plan,” “Hotline Bling,” and “One Dance,” Drake has consistently set streaming and chart records worldwide. His ability to shape contemporary sound and culture has cemented his status as a defining artist of his generation.
About Nelly Furtado
Nelly Furtado is a Canadian singer and songwriter known for her genre-blending sound and distinctive voice. She rose to international fame in the early 2000s with hits such as “I’m Like a Bird,” “Turn Off the Light,” and “Promiscuous,” seamlessly combining pop, R&B, and world music influences. Throughout her career, Furtado has earned multiple awards and chart successes while evolving her style across eras. Her versatility and global appeal have made her a lasting presence in popular music.
About I’m Gonna Show You Crazy
“I’m Gonna Show You Crazy” by Bebe Rexha is an emotionally charged pop track released in 2015 that highlights her raw vocal power and candid songwriting. The song explores themes of vulnerability, mental health, and the pressure of expectations, pairing introspective lyrics with a dramatic, piano-driven build. As one of Rexha’s early breakout releases, it helped establish her reputation for honest storytelling and fearless emotional expression.
About Weston Road Flows
“Weston Road Flows” by Drake is a reflective track from his 2016 album Views that finds the artist revisiting his rise to fame and the pressures that came with it. Over a moody, minimalist beat, Drake delivers introspective lyrics about success, loyalty, and the loss of simplicity as his life changed. The song stands out for its stripped-back production and candid tone, offering a personal glimpse into Drake’s mindset during a pivotal moment in his career.
About Overdrive
“Overdrive” by Drake is a moody, introspective track from his 2013 album Nothing Was the Same that captures the emotional tension between ambition and personal relationships. Set against atmospheric production, the song explores themes of longing, missed connections, and the cost of relentless forward momentum. “Overdrive” stands out as a vulnerable moment on the album, highlighting Drake’s ability to blend introspection with a polished, late-night R&B–infused sound.
About Manos al Aire
“Manos al Aire” by Nelly Furtado is a heartfelt Latin pop ballad released in 2009 that showcases her versatility and emotional depth. Sung primarily in Spanish, the song explores themes of love, vulnerability, and surrender, with Furtado expressing a willingness to let her guard down in a relationship. Its warm melody and sincere delivery helped the track resonate strongly with Latin audiences and marked a successful crossover moment in her career.
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Royalty Share Agreement Terms
The Bebe Rexha, Drake & Nelly Furtado - Vol. 1 Royalty Share Agreement is between our company and the owner of the writer’s share of the “I’m Gonna Show You (Crazy)”, “Weston Road Flows”, “Overdrive”, and “Manos Al Aire” song recordings by the artists Bebe Rexha, Drake, & Nelly Furtado. The Agreement entitles the company up to seventy five percent (75%) of the writer’s share paid by SOCAN earned by the “I’m Gonna Show You (Crazy)”, “Weston Road Flows”, “Overdrive”, and “Manos Al Aire” song recordings by the artists Bebe Rexha, Drake, & Nelly Furtado.
Financial Highlights
Royalties paid over recent quarters from the revenue streams contemplated in the Bebe Rexha, Drake & Nelly Furtado - Vol. 1 Royalty Share Agreement are set forth in the table below.
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| 2023-06-30 | 2023-09-30 | 2023-12-31 | 2024-03-31 | 2024-06-30 | 2024-09-30 | 2024-12-31 | 2025-03-31 | LTM | ||||||||||||||||||||||||||||
| I’M GONNA SHOW YOU (CRAZY)* | $ | 50 | $ | 731 | $ | 1,574 | $ | 998 | $ | 605 | $ | 576 | $ | 356 | $ | 435 | $ | 1,972 | ||||||||||||||||||
| WESTON ROAD FLOWS* | $ | 1 | $ | 39 | $ | 42 | $ | 38 | $ | 34 | $ | 64 | $ | 66 | $ | 34 | $ | 197 | ||||||||||||||||||
| 2022-09-30 | 2022-12-31 | 2023-03-31 | 2023-06-30 | 2023-09-30 | 2023-12-31 | 2024-03-31 | 2024-06-30 | 2024-09-30 | 2024-12-31 | 2025-03-31 | LTM | |||||||||||||||||||||||||||||||||||||
| MANOS AL AIRE* | $ | 2 | $ | 194 | $ | 305 | $ | 377 | $ | 192 | $ | 285 | $ | 283 | $ | 327 | $ | 412 | $ | 271 | $ | 193 | $ | 1,204 | ||||||||||||||||||||||||
| OVERDRIVE* | $ | 164 | $ | 169 | $ | 76 | $ | 89 | $ | 112 | $ | 140 | $ | 101 | $ | 92 | $ | 104 | $ | 126 | $ | 197 | $ | 519 | ||||||||||||||||||||||||
| * | The numbers in the table represent 75% of earnings for periods shown to align with terms of the music royalty asset being offered. |
Administrative fee for Bebe Rexha, Drake & Nelly Furtado - Vol. 1
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of Bebe Rexha, Drake & Nelly Furtado - Vol. 1 Royalty Share Units) is 5.00%.
Investor Perk
Purchasers of Bebe Rexha, Drake & Nelly Furtado - Vol. 1 Royalty Share Units are entitled to receive a “Certificate of Authenticity” at no additional cost. See “Plan of Distribution – Investor Perks” for more details.
The Struts - “Body Talks” Royalty Share Asset
The Struts - “Body Talks” Music Royalty Asset is the underlying asset of The Struts - “Body Talks” Royalty Share Agreement (the “Agreement”). The Agreement contains up to seventy five percent (75%) of the writer’s share paid by SOCAN earned by the “Body Talks” song recording by the artist The Struts.
About The Struts
The Struts are a British rock band known for their glam-inspired sound, theatrical performances, and infectious anthems. Formed in Derby, England, the group rose to prominence with high-energy tracks such as “Could Have Been Me,” “Kiss This,” and “Body Talks,” drawing comparisons to classic arena-rock acts while maintaining a modern edge. Led by frontman Luke Spiller’s charismatic stage presence, The Struts have built an international following through relentless touring and bold, celebratory songwriting. Their blend of retro rock flair and contemporary attitude has made them a standout force in modern rock music.
About Body Talks
“Body Talks” by The Struts is a bold, high-energy rock anthem that captures the band’s signature blend of glam-rock swagger and modern pop sensibility. Driven by infectious guitar riffs and a danceable groove, the song celebrates confidence, attraction, and unapologetic self-expression. Released in 2018, “Body Talks” became one of the band’s most recognizable tracks, highlighting The Struts’ flair for arena-ready hooks and theatrical, feel-good rock energy.
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Royalty Share Agreement Terms
The Struts - “Body Talks” Royalty Share Agreement is between our company and the owner of the writer’s share of “Body Talks” by The Struts. The Agreement entitles the company up to seventy five percent (75%) of the producer’s share paid by SOCAN earned by the “Body Talks” song recording by the artist The Struts.
Financial Highlights
Royalties paid over recent quarters from the revenue stream contemplated in The Struts - “Body Talks” Royalty Share Agreement are set forth in the table below.
| 2023-06-30 | 2023-09-30 | 2023-12-31 | 2024-03-31 | 2024-06-30 | 2024-09-30 | 2024-12-31 | 2025-03-31 | LTM | ||||||||||||||||||||||||||||
| BODY TALKS* | $ | 16 | $ | 464 | $ | 714 | $ | 324 | $ | 292 | $ | 70 | $ | 75 | $ | 389 | $ | 825 | ||||||||||||||||||
Numbers in this table represent 75% of earnings for the periods shown to align with offering.
Administrative fee for The Struts - “Body Talks”
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of The Struts - “Body Talks” Royalty Share Units) is 5.00%.
Investor Perk
Purchasers of The Struts - “Body Talks” Royalty Share Units are entitled to receive a “Certificate of Authenticity” at no additional cost. See “Plan of Distribution – Investor Perks” for more details.
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Dua Lipa - “Blow Your Mind” Royalty Share Asset
The Dua Lipa - “Blow Your Mind” Music Royalty Asset is the underlying asset of the Dua Lipa - “Blow Your Mind” Royalty Share Agreement (the “Agreement”). The Agreement contains up to fifty percent (50%) of writer’s share paid by SOCAN earned by the “Blow Your Mind” song recording by the artist Dua Lipa.
About Dua Lipa
Dua Lipa is a Grammy Award–winning British singer and songwriter known for her distinctive voice, confident pop sensibility, and genre-blending sound. Emerging in the mid-2010s, she achieved global success with hit singles such as “Be the One,” “New Rules,” and “Don’t Start Now,” establishing herself as a leading figure in modern pop music. Her work draws from pop, disco, dance, and R&B influences, paired with a strong visual identity and cultural impact. With multiple chart-topping releases and international acclaim, Dua Lipa has become one of the defining pop artists of her generation.
About “Blow Your Mind”
“Blow Your Mind (Mwah)” by Dua Lipa is a confident, upbeat pop track released in 2016 that showcases her bold attitude and early breakout sound. Built around a catchy hook and playful lyrics, the song emphasizes self-assurance and independence while blending sleek pop production with a touch of retro flair. As one of her early international hits, “Blow Your Mind (Mwah)” helped establish Dua Lipa as a rising pop star with a strong sense of identity and global appeal.
Royalty Share Agreement Terms
The Dua Lipa - “Blow Your Mind” Royalty Share Agreement is between our company and the owner of the share of “Blow Your Mind” by Dua Lipa. The Agreement entitles the company up to fifty percent (50%) of the writer’s share paid by SOCAN earned by the “Blow Your Mind” song recording by the artist Dua Lipa.
Financial Highlights
Royalties paid over recent quarters from the revenue streams contemplated in the Dua Lipa - “Blow Your Mind” Royalty Share Agreement are set forth in the table below.
| 2023-06-30 | 2023-09-30 | 2023-12-31 | 2024-03-31 | 2024-06-30 | 2024-09-30 | 2024-12-31 | 2025-03-31 | LTM | ||||||||||||||||||||||||||||
| BLOW YOUR MIND (MWAH)* | $ | 5 | $ | 1,605 | $ | 1,651 | $ | 1,719 | $ | 1,691 | $ | 1,191 | $ | 680 | $ | 1,185 | $ | 4,747 | ||||||||||||||||||
| * | Numbers in this table represents 50% of earnings for the periods shown to align with offering. |
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Administrative fee for Dua Lipa - “Blow Your Mind”
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of Dua Lipa - “Blow Your Mind” Royalty Share Units) is 5.00%.
Investor Perk
Purchasers of Dua Lipa - “Blow Your Mind” Royalty Share Units are entitled to receive a “Certificate of Authenticity” at no additional cost. See “Plan of Distribution – Investor Perks” for more details.
Kat Dahlia - “I Think I’m In Love” Royalty Share Asset
The Kat Dahlia - “I Think I’m In Love” Music Royalty Asset is the underlying asset of the Kat Dahlia - “I Think I’m In Love” Royalty Share Agreement (the “Agreement”). The Agreement contains up to fifty percent (50%) of writer’s share paid by SOCAN earned by the “I Think I’m In Love” song recording by the artist Kat Dahlia.
About Kat Dahlia
Kat Dahlia is a Cuban American singer and songwriter known for her soulful voice, sharp lyricism, and emotionally raw storytelling. She gained widespread attention with her breakout single “Gangsta,” which highlighted her blend of R&B, pop, and alternative influences. Drawing from personal experiences and introspective themes, Dahlia’s music often explores identity, resilience, and vulnerability. Her distinctive sound and uncompromising authenticity have established her as a compelling voice in contemporary alternative R&B and pop.
About “I Think I’m In Love”
“I Think I’m in Love” by Kat Dahlia is an emotionally driven pop track that captures the vulnerability and uncertainty that come with falling for someone unexpectedly. Carried by atmospheric production and Dahlia’s distinctive, soulful vocals, the song explores the tension between fear and desire as she navigates new feelings. Its intimate tone and honest lyricism highlight Kat Dahlia’s strength as a storyteller and her ability to convey raw emotion through modern pop.
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Royalty Share Agreement Terms
The Kat Dahlia - “I Think I’m In Love” Royalty Share Agreement is between our company and the owner of the writer’s share of “I Think I’m In Love” by Kat Dahlia. The Agreement entitles the company up to fifty percent (50%) of the writer’s share paid by SOCAN earned by the “I Think I’m In Love” song recording by the artist Kat Dahlia.
Financial Highlights
Royalties paid over recent quarters from the revenue streams contemplated in the Kat Dahlia - “I Think I’m In Love” Royalty Share Agreement are set forth in the table below.
| 2023-06-30 | 2023-09-30 | 2023-12-31 | 2024-03-31 | 2024-06-30 | 2024-09-30 | 2024-12-31 | 2025-03-31 | LTM | ||||||||||||||||||||||||||||
| I THINK I’M IN LOVE* | $ | 22 | $ | 655 | $ | 709 | $ | 714 | $ | 549 | $ | 564 | $ | 520 | $ | 560 | $ | 2,194 | ||||||||||||||||||
| * | Earnings shown in this table represents 50% of earnings for the periods shown to align with offering. |
Administrative fee for Kat Dahlia - “I Think I’m In Love”
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of Kat Dahlia - “I Think I’m In Love” Royalty Share Units) is 5.00%.
Investor Perk
Purchasers of Kat Dahlia - “I Think I’m In Love” Royalty Share Units are entitled to receive a “Certificate of Authenticity” at no additional cost. See “Plan of Distribution – Investor Perks” for more details.
One Direction “Nobody Compares & Last First Kiss” Royalty Share Asset
The One Direction “Nobody Compares & Last First Kiss” Music Royalty Asset is the underlying asset of the One Direction “Nobody Compares & Last First Kiss” Royalty Share Agreement (the “Agreement”). The Agreement contains up to fifty percent (50%) of producer’s share paid by Sony Music earned by the “Nobody Compares” & “Last First Kiss” song recordings by the artist One Direction.
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About One Direction
One Direction is a British-Irish pop group that became a global phenomenon in the early 2010s. Formed in 2010 on The X Factor UK, the group—Harry Styles, Niall Horan, Liam Payne, Louis Tomlinson, and Zayn Malik—quickly rose to international fame with chart-topping hits such as “What Makes You Beautiful,” “Story of My Life,” and “Drag Me Down.” Known for their catchy pop sound, massive fan base, and record-breaking success, One Direction became one of the best-selling boy bands of all time, leaving a lasting impact on modern pop culture.
About Nobody Compares
“Nobody Compares” by One Direction is a heartfelt pop track from their 2012 album Take Me Home that focuses on admiration and emotional connection. The song highlights the group’s melodic harmonies and earnest delivery, expressing the idea that a loved one stands apart from everyone else. With its upbeat yet sincere tone, “Nobody Compares” showcases One Direction’s ability to balance catchy pop hooks with genuine, relatable sentiment.
About Last First Kiss
“Last First Kiss” by One Direction is a romantic pop ballad from their 2011 debut album Up All Night that captures the excitement and hope of a new relationship. The song reflects the desire for a love that feels lasting from the very beginning, pairing tender lyrics with smooth harmonies and a gentle, melodic build. Its earnest tone and youthful optimism highlight the band’s early charm and emotional sincerity.
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Royalty Share Agreement Terms
The One Direction “Nobody Compares & Last First Kiss” Royalty Share Agreement is between our company and the owner of the producer’s share of “Nobody Compares” & “Last First Kiss” by One Direction. The Agreement entitles the company up to fifty percent (50%) of the producer’s share paid by Sony Music earned by the “Nobody Compares” & “Last First Kiss” song recordings by the artist One Direction.
Financial Highlights
Royalties paid over recent quarters from the revenue streams contemplated in the One Direction “Nobody Compares & Last First Kiss” Royalty Share Agreement are set forth in the table below.
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| 2023-06-30 | 2023-09-30 | 2023-12-31 | 2024-03-31 | 2024-06-30 | 2024-09-30 | 2024-12-31 | 2025-03-31 | 2025-06-30 | LTM | |||||||||||||||||||||||||||||||
| LAST FIRST KISS* | $ | 108 | $ | 107 | $ | 96 | $ | 96 | $ | 85 | $ | 90 | $ | 207 | $ | 109 | $ | 109 | $ | 515 | ||||||||||||||||||||
| NOBODY COMPARES* | $ | 76 | $ | 84 | $ | 66 | $ | 65 | $ | 64 | $ | 63 | $ | 133 | $ | 79 | $ | 90 | $ | 366 | ||||||||||||||||||||
| * | Numbers in this table represent 50% of the earnings of these song recordings during the periods shown to align with the terms of the offering. |
Administrative fee for One Direction - “Nobody Compares & Last First Kiss”
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of One Direction - “Nobody Compares & Last First Kiss” Royalty Share Units) is 5.00%.
Investor Perk
Purchasers of One Direction - “Nobody Compares & Last First Kiss” Royalty Share Units are entitled to receive a “Certificate of Authenticity” at no additional cost. See “Plan of Distribution – Investor Perks” for more details.
One Direction - “Kiss You” Royalty Share Asset
The One Direction - “Kiss You” Music Royalty Asset is the underlying asset of the One Direction - “Kiss You” Royalty Share Agreement (the “Agreement”). The Agreement contains up to fifty percent (50%) of producer’s share paid by Sony Music earned by the “Kiss You” song recording by the artist One Direction.
About One Direction
One Direction is a British-Irish pop group that became a global phenomenon in the early 2010s. Formed in 2010 on The X Factor UK, the group—Harry Styles, Niall Horan, Liam Payne, Louis Tomlinson, and Zayn Malik—quickly rose to international fame with chart-topping hits such as “What Makes You Beautiful,” “Story of My Life,” and “Drag Me Down.” Known for their catchy pop sound, massive fan base, and record-breaking success, One Direction became one of the best-selling boy bands of all time, leaving a lasting impact on modern pop culture.
About Kiss You
“Kiss You” by One Direction is a playful, high-energy pop song from their 2012 album Take Me Home that captures the excitement and fun of young romance. Featuring bright synths and an infectious chorus, the track highlights the group’s chemistry and upbeat charm. Its carefree lyrics and dynamic production made “Kiss You” a fan favorite and a standout example of One Direction’s early pop sound.
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Royalty Share Agreement Terms
The One Direction - “Kiss You” Royalty Share Agreement is between our company and the owner of the producer’s share of One Direction - “Kiss You” by One Direction. The Agreement entitles the company up to fifty percent (50%) of the producer’s share paid by Sony Music earned by the “Kiss You” song recording by the artist One Direction.
Financial Highlights
Royalties paid over recent quarters from the revenue streams contemplated in the One Direction - “Kiss You” Royalty Share Agreement are set forth in the table below.
| 2023-06-30 | 2023-09-30 | 2023-12-31 | 2024-03-31 | 2024-06-30 | 2024-09-30 | 2024-12-31 | 2025-03-31 | 2025-06-30 | LTM | |||||||||||||||||||||||||||||||
| KISS YOU* | $ | 487 | $ | 486 | $ | 406 | $ | 455 | $ | 426 | $ | 451 | $ | 772 | $ | 715 | $ | 438 | $ | 2,376 | ||||||||||||||||||||
| * | These numbers represent 50% of the total earnings for periods shown to align with offering. |
Administrative fee for One Direction - “Kiss You”
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of One Direction - “Kiss You” Royalty Share Units) is 5.00%.
Investor Perk
Purchasers of One Direction - “Kiss You” Royalty Share Units are entitled to receive a “Certificate of Authenticity” at no additional cost. See “Plan of Distribution – Investor Perks” for more details.
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One Direction - “Live While We’re Young” Royalty Share Asset
The One Direction - “Live While We’re Young” Music Royalty Asset is the underlying asset of the One Direction - “Live While We’re Young” Royalty Share Agreement (the “Agreement”). The Agreement contains up to fifty percent (50%) of producer’s share paid by Sony Music earned by the “Live While We’re Young” song recording by the artist One Direction.
About One Direction
One Direction is a British-Irish pop group that became a global phenomenon in the early 2010s. Formed in 2010 on The X Factor UK, the group—Harry Styles, Niall Horan, Liam Payne, Louis Tomlinson, and Zayn Malik—quickly rose to international fame with chart-topping hits such as “What Makes You Beautiful,” “Story of My Life,” and “Drag Me Down.” Known for their catchy pop sound, massive fan base, and record-breaking success, One Direction became one of the best-selling boy bands of all time, leaving a lasting impact on modern pop culture.
About Live While We’re Young
“Live While We’re Young” by One Direction is an energetic pop anthem released in 2012 that celebrates youth, spontaneity, and living in the moment. Driven by upbeat production and catchy hooks, the song captures the carefree excitement of young love and shared adventure. As one of the band’s signature hits, it showcases One Direction’s playful charisma and helped cement their status as global pop stars during their peak era.
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Royalty Share Agreement Terms
The One Direction - “Live While We’re Young” Royalty Share Agreement is between our company and the owner of the producer’s share of “Live While We’re Young” by One Direction. The Agreement entitles the company up to fifty percent (50%) of the producer’s share paid by Sony Music earned by the “Live While We’re Young” song recording by the artist One Direction.
Financial Highlights
Royalties paid over recent quarters from the revenue streams contemplated in the “Live While We’re Young” Royalty Share Agreement are set forth in the table below.
| 2023-06-30 | 2023-09-30 | 2023-12-31 | 2024-03-31 | 2024-06-30 | 2024-09-30 | 2024-12-31 | 2025-03-31 | 2025-06-30 | LTM | |||||||||||||||||||||||||||||||
| LIVE WHILE WERE YOUNG* | $ | 514 | $ | 529 | $ | 581 | $ | 461 | $ | 430 | $ | 486 | $ | 704 | $ | 485 | $ | 489 | $ | 2,165 | ||||||||||||||||||||
| * | Earnings in this table represent 50% of earnings for the periods shown to align with offering. |
Administrative fee for One Direction - “Live While We’re Young”
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of One Direction - “Live While We’re Young” Royalty Share Units) is 5.00%.
Investor Perk
Purchasers of One Direction - “Live While We’re Young” Royalty Share Units are entitled to receive a “Certificate of Authenticity” at no additional cost. See “Plan of Distribution – Investor Perks” for more details.
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Rachel Platten - “Better Place” Royalty Share Asset
The Rachel Platten - “Better Place” Music Royalty Asset is the underlying asset of the Rachel Platten - “Better Place” Royalty Share Agreement (the “Agreement”). The Agreement contains up to seventy five percent (75%) of producer’s share paid by Sony Music earned by the “Better Place” song recording by the artist Rachel Platten.
About Rachel Platten
Rachel Platten is an American singer and songwriter known for her empowering pop anthems and emotionally resonant songwriting. She rose to international prominence with her 2015 hit “Fight Song,” which became a global anthem of resilience and self-belief. Blending pop sensibilities with heartfelt lyrics, Platten has continued to build a career centered on themes of perseverance, confidence, and personal growth. Her ability to connect with listeners through uplifting, relatable music has made her a recognizable voice in contemporary pop.
About Better Place
“Better Place” by Rachel Platten is an uplifting pop love song that celebrates the joy and reassurance of finding someone who brings light and stability into your life. Released in 2016, the track pairs heartfelt lyrics with bright, melodic production, highlighting Platten’s warm vocals and optimistic tone. The song reflects themes of gratitude, connection, and emotional grounding, reinforcing her reputation for creating feel-good, emotionally resonant pop music.
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Royalty Share Agreement Terms
The Rachel Platten - “Better Place” Royalty Share Agreement is between our company and the owner of the producer’s share of “Better Place” by Rachel Platten. The Agreement entitles the company up to seventy five percent (75%) of the producer’s share paid by Sony Music earned by the “Better Place” song recording by the artist Rachel Platten.
Financial Highlights
Royalties paid over recent quarters from the revenue streams contemplated in the Rachel Platten - “Better Place” Royalty Share Agreement are set forth in the table below.
| 2022-12-31 | 2023-06-30 | 2023-12-31 | 2024-06-30 | 2024-12-31 | 2025-06-30 | LTM | ||||||||||||||||||||||
| BETTER PLACE* | $ | 933 | $ | 1,438 | $ | 1,696 | $ | 1,622 | $ | 978 | $ | 930 | $ | 1,908 | ||||||||||||||
| * | Earnings shown in the table reflect 75% of earnings for the period shown to align with offering. |
Administrative fee for Rachel Platten - “Better Place”
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of Rachel Platten - “Better Place” Royalty Share Units) is 5.00%.
Investor Perk
Purchasers of Rachel Platten - “Better Place” Royalty Share Units are entitled to receive a “Certificate of Authenticity” at no additional cost. See “Plan of Distribution – Investor Perks” for more details.
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Rachel Platten - “Stand By You” Royalty Share Asset
The Rachel Platten - “Stand By You” Music Royalty Asset is the underlying asset of the Rachel Platten - “Stand By You” Royalty Share Agreement (the “Agreement”). The Agreement contains up to seventy five percent (75%) of producer’s share paid by Sony Music earned by the “Stand By You” song recording by the artist Rachel Platten.
About Rachel Platten
Rachel Platten is an American singer and songwriter known for her empowering pop anthems and emotionally resonant songwriting. She rose to international prominence with her 2015 hit “Fight Song,” which became a global anthem of resilience and self-belief. Blending pop sensibilities with heartfelt lyrics, Platten has continued to build a career centered on themes of perseverance, confidence, and personal growth. Her ability to connect with listeners through uplifting, relatable music has made her a recognizable voice in contemporary pop.
About Stand By You
“Stand by You” by Rachel Platten is a heartfelt pop ballad that emphasizes loyalty, support, and unconditional love. Released in 2015, the song pairs emotive lyrics with soaring melodies, capturing the promise of being there for someone through both joy and hardship. Its sincerity and uplifting message resonated widely, making it one of Platten’s most recognizable songs and a defining moment in her career.
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Royalty Share Agreement Terms
The Rachel Platten - “Stand By You” Royalty Share Agreement is between our company and the owner of the producer’s share of “Stand By You” by Rachel Platten. The Agreement entitles the company up to seventy five percent (75%) of the producer’s share paid by Sony Music earned by the “Stand By You” song recording by the artist Rachel Platten.
Financial Highlights
Royalties paid over recent quarters from the revenue streams contemplated in the Rachel Platten - “Stand By You” Royalty Share Agreement are set forth in the table below.
| 2022-12-31 | 2023-06-30 | 2023-12-31 | 2024-06-30 | 2024-12-31 | 2025-06-30 | LTM | ||||||||||||||||||||||
| STAND BY YOU* | $ | 2,861 | $ | 2,515 | $ | 2,268 | $ | 2,105 | $ | 1,620 | $ | 1,651 | $ | 3,270 | ||||||||||||||
| * | Earnings in the table represent 75% of earnings for periods shown to align with offering. |
Administrative fee for Rachel Platten - “Stand By You”
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of Rachel Platten - “Stand By You” Royalty Share Units) is 5.00%.
Investor Perk
Purchasers of “Stand By You” Royalty Share Units are entitled to receive a “Certificate of Authenticity” at no additional cost. See “Plan of Distribution – Investor Perks” for more details.
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Rachel Platten - “Fight Song” Royalty Share Asset
The Rachel Platten - “Fight Song” Music Royalty Asset is the underlying asset of the Rachel Platten - “Fight Song” Royalty Share Agreement (the “Agreement”). The Agreement contains up to twenty percent (20%) of producer’s share paid by Sony Music earned by the “Fight Song” song recording by the artist Rachel Platten.
About Rachel Platten
Rachel Platten is an American singer and songwriter known for her empowering pop anthems and emotionally resonant songwriting. She rose to international prominence with her 2015 hit “Fight Song,” which became a global anthem of resilience and self-belief. Blending pop sensibilities with heartfelt lyrics, Platten has continued to build a career centered on themes of perseverance, confidence, and personal growth. Her ability to connect with listeners through uplifting, relatable music has made her a recognizable voice in contemporary pop.
About Fight Song
“Fight Song” by Rachel Platten is an empowering pop anthem that centers on resilience, self-belief, and personal strength. Released in 2015, the song builds from a quiet, reflective opening into a powerful chorus, mirroring the journey of overcoming doubt and adversity. Its uplifting message and emotional delivery resonated with a wide audience, making “Fight Song” a defining hit and a lasting anthem of perseverance.
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Royalty Share Agreement Terms
The Rachel Platten - “Fight Song” Royalty Share Agreement is between our company and the owner of the producer’s share of “Fight Song” by Rachel Platten. The Agreement entitles the company up to twenty percent (20%) of the producer’s share paid by Sony Music earned by the “Fight Song” song recording by the artist Rachel Platten.
Financial Highlights
Royalties paid over recent quarters from the revenue streams contemplated in the Rachel Platten - “Fight Song” Royalty Share Agreement are set forth in the table below.
| 2022-12-31 | 2023-06-30 | 2023-12-31 | 2024-06-30 | 2024-12-31 | 2025-06-30 | LTM | ||||||||||||||||||||||
| FIGHT SONG* | $ | 4,228 | $ | 4,423 | $ | 4,994 | $ | 6,689 | $ | 4,982 | $ | 4,706 | $ | 9,688 | ||||||||||||||
| * | Earnings in the table reflect 20% of earnings for the periods shown to align with offering. |
Administrative fee for Rachel Platten - “Fight Song”
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of Rachel Platten - “Fight Song” Royalty Share Units) is 5.00%.
Investor Perk
Purchasers of Rachel Platten - “Fight Song” Royalty Share Units are entitled to receive a “Certificate of Authenticity” at no additional cost. See “Plan of Distribution – Investor Perks” for more details.
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Ariana Grande & Lady Gaga - “Rain On Me” Royalty Share Asset
The Ariana Grande & Lady Gaga - “Rain On Me” Music Royalty Asset is the underlying asset of the Ariana Grande & Lady Gaga - “Rain On Me” Royalty Share Agreement (the “Agreement”). The Agreement contains up to seventy five percent (75%) of writer’s share paid by BMI earned by the “Rain On Me” song recording by the artists Ariana Grande & Lady Gaga.
About Ariana Grande
Ariana Grande is a Grammy Award–winning American singer, songwriter, and actress known for her powerhouse vocals and genre-spanning pop sound. Rising to fame in the early 2010s, she quickly established herself as a global superstar with chart-topping hits such as “Thank U, Next,” “7 Rings,” and “No Tears Left to Cry.” Drawing from pop, R&B, and hip-hop influences, Grande is celebrated for her vocal range, emotional expressiveness, and cultural impact. Her consistent commercial success and artistic evolution have made her one of the defining pop artists of her generation.
About Lady Gaga
Lady Gaga is a Grammy and Academy Award–winning American artist known for her boundary-pushing creativity, powerful vocals, and cultural impact. Rising to global fame with hits such as “Just Dance,” “Poker Face,” and “Bad Romance,” she quickly became recognized for blending pop music with bold visual artistry and theatrical performance. Over her career, Gaga has successfully crossed into jazz, film, and advocacy work, earning acclaim for both her musical versatility and acting roles. Her fearless self-expression and artistic range have solidified her as one of the most influential entertainers of her generation.
About Rain On Me
“Rain on Me” by Ariana Grande and Lady Gaga is an upbeat dance-pop anthem released in 2020 that blends high-energy house influences with themes of resilience and emotional release. Framed as a celebration of surviving hardship, the song uses rain as a metaphor for embracing pain rather than avoiding it. With its powerful vocals, infectious production, and message of strength through vulnerability, “Rain on Me” became a global hit and a standout collaboration between two of pop’s biggest stars.
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Royalty Share Agreement Terms
The Ariana Grande & Lady Gaga - “Rain On Me” Royalty Share Agreement is between our company and the owner of the writer’s share of “Rain On Me” by Ariana Grande & Lady Gaga. The Agreement entitles the company up to seventy five percent (75%) of the writer’s share paid by BMI earned by the “Rain On Me” song recording by the artist Ariana Grande & Lady Gaga.
Financial Highlights
Royalties paid over recent quarters from the revenue streams contemplated in the “Rain On Me” Royalty Share Agreement are set forth in the table below.
| 6/30/24 | 9/30/24 | 12/31/24 | 3/31/25 | 6/30/25 | LTM | |||||||||||||||||||
| RAIN ON ME* | $ | 3,496 | $ | 3,155 | $ | 3,086 | $ | 2,665 | $ | 3,731 | $ | 12,637 | ||||||||||||
| * | Earnings in the table reflect 75% of earnings for the periods shown to align with offering. |
Administrative fee for Ariana Grande & Lady Gaga - “Rain On Me”
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of Ariana Grande & Lady Gaga - “Rain On Me” Royalty Share Units) is 5.00%.
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Investor Perk
Purchasers of Ariana Grande & Lady Gaga - “Rain On Me” Royalty Share Units are entitled to receive a “Certificate of Authenticity” at no additional cost. See “Plan of Distribution – Investor Perks” for more details.
“Kenny G & Luther Vandross - Vol. 1” Royalty Share Asset
The Kenny G Music Royalty Asset is the underlying asset of the “Kenny G & Luther Vandross - Vol. 1” Royalty Share Agreement (the “Agreement”). The Agreement contains up to one hundred percent (100%) of producer’s share paid by Sony earned by the song recordings listed below by the artist Kenny G and Luther Vandross.
About Kenny G
Kenny G is an American saxophonist and composer widely recognized as one of the most commercially successful instrumental artists of all time. Rising to prominence in the 1980s and 1990s, he became a defining figure in contemporary and smooth jazz with albums such as Duotones and Breathless. Known for his signature soprano saxophone sound and melodic style, Kenny G has sold millions of records worldwide and achieved enduring crossover appeal across jazz and pop audiences. His longevity and global success have made him one of the most recognizable instrumental musicians of his generation.
About Luther Vandross
Luther Vandross was an American singer, songwriter, and producer celebrated for his rich, velvety voice and timeless contributions to R&B and soul music. Rising to prominence in the 1980s with hits such as “Never Too Much,” “Here and Now,” and “Dance with My Father,” he became known for his romantic ballads and impeccable vocal delivery. Over his career, Vandross earned multiple Grammy Awards and sold millions of records worldwide. His influence on contemporary R&B and his reputation as one of the genre’s greatest vocalists continue to resonate long after his passing.
Song List
| Kenny G - EVEN IF MY HEART WOULD BREAK |
| Kenny G - HAVANA |
| Kenny G - G-BOP |
| Kenny G - LOVING YOU |
| Kenny G - SISTER ROSE |
| Kenny G - INNOCENCE |
| Kenny G - THE CHAMPION’S THEME |
| Kenny G (ft. Peabo Bryson & Kenny G) - BY THE TIME THIS NIGHT IS OVER |
| Luther Vandross - ALWAYS AND FOREVER |
| Luther Vandross - LOVE THE ONE YOU’RE WITH |
| Luther Vandross - GOING IN CIRCLES |
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Royalty Share Agreement Terms
The “Kenny G & Luther Vandross - Vol. 1” Royalty Share Agreement is between our company and the owner of the producer’s share of songs listed by Kenny G and Luther Vandross. The Agreement entitles the company up to one hundred percent (100%) of the producer’s share paid by Sony earned by the song recordings listed by the artist Kenny G and Luther Vandross.
Financial Highlights
Royalties paid over recent quarters from the revenue stream contemplated in the “Kenny G & Luther Vandross - Vol. 1” Royalty Share Agreement are set forth in the table below.
| 2021 | 2022 | 2023 | ||||||||||||||||||||||
| Qtr2 | Qtr4 | Qtr2 | Qtr4 | Qtr2 | Qtr4 | |||||||||||||||||||
| ALWAYS AND FOREVER | $ | 165.21 | $ | 169.63 | $ | 179.82 | $ | 171.65 | $ | 177.71 | $ | 164.17 | ||||||||||||
| EVEN IF MY HEART WOULD BREAK | $ | 86.06 | $ | 109.36 | $ | 93.95 | $ | 105.85 | $ | 91.47 | $ | 81.68 | ||||||||||||
| HAVANA | $ | 38.23 | $ | 47.97 | $ | 51.58 | $ | 47.56 | $ | 33.18 | $ | 30.96 | ||||||||||||
| BY THE TIME THIS NIGHT IS OVER | $ | 25.33 | $ | 30.82 | $ | 31.65 | $ | 30.80 | $ | 31.28 | $ | 29.03 | ||||||||||||
| LOVE THE ONE YOURE WITH | $ | 19.07 | $ | 24.30 | $ | 24.63 | $ | 22.82 | $ | 19.80 | $ | 32.05 | ||||||||||||
| GOING IN CIRCLES | $ | 18.47 | $ | 21.54 | $ | 20.66 | $ | 22.04 | $ | 19.05 | $ | 20.23 | ||||||||||||
| LOVING YOU | $ | 13.06 | $ | 12.56 | $ | 12.99 | $ | 27.58 | $ | 35.93 | $ | 15.49 | ||||||||||||
| G-BOP | $ | 12.14 | $ | 14.41 | $ | 14.24 | $ | 15.48 | $ | 15.48 | $ | 14.67 | ||||||||||||
| SISTER ROSE | $ | 8.44 | $ | 10.67 | $ | 12.74 | $ | 14.94 | $ | 30.09 | $ | 10.53 | ||||||||||||
| THE CHAMPIONS THEME | $ | 9.24 | $ | 9.76 | $ | 8.20 | $ | 9.36 | $ | 8.48 | $ | 7.50 | ||||||||||||
| INNOCENCE | $ | 6.93 | $ | 6.76 | $ | 7.35 | $ | 7.84 | $ | 8.23 | $ | 6.79 | ||||||||||||
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| 2024 | 2025 | Last | ||||||||||||||
| Qtr2 | Qtr4 | Qtr2 | 12 Months | |||||||||||||
| ALWAYS AND FOREVER | $ | 170.21 | $ | 209.76 | $ | 302.99 | $ | 512.75 | ||||||||
| EVEN IF MY HEART WOULD BREAK | $ | 45.23 | $ | 41.41 | $ | 63.02 | $ | 104.43 | ||||||||
| HAVANA | $ | 34.41 | $ | 28.89 | $ | 31.46 | $ | 60.35 | ||||||||
| BY THE TIME THIS NIGHT IS OVER | $ | 41.06 | $ | 37.00 | $ | 30.74 | $ | 67.74 | ||||||||
| LOVE THE ONE YOURE WITH | $ | 28.28 | $ | 29.33 | $ | 36.20 | $ | 65.53 | ||||||||
| GOING IN CIRCLES | $ | 19.66 | $ | 22.32 | $ | 25.64 | $ | 47.95 | ||||||||
| LOVING YOU | $ | 14.50 | $ | 13.57 | $ | 15.46 | $ | 29.03 | ||||||||
| G-BOP | $ | 20.62 | $ | 16.60 | $ | 17.12 | $ | 33.71 | ||||||||
| SISTER ROSE | $ | 12.59 | $ | 9.43 | $ | 11.77 | $ | 21.20 | ||||||||
| THE CHAMPIONS THEME | $ | 6.86 | $ | 5.84 | $ | 7.02 | $ | 12.85 | ||||||||
| INNOCENCE | $ | 7.54 | $ | 6.44 | $ | 7.10 | $ | 13.55 | ||||||||
| Total | $ | 969.08 | ||||||||||||||
Administrative fee for “Kenny G & Luther Vandross - Vol. 1”
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of “Kenny G & Luther Vandross - Vol. 1” Royalty Share Units) is 5.00%.
Investor Perk
Purchasers of “Kenny G & Luther Vandross - Vol. 1” Royalty Share Units are entitled to receive a “Certificate of Authenticity” at no additional cost. See “Plan of Distribution – Investor Perks” for more details.
“Michael Bolton Vol 1” Royalty Share Asset
The “Michael Bolton Vol 1” Music Royalty Asset is the underlying asset of the “Michael Bolton Vol 1” Royalty Share Agreement (the “Agreement”). The Agreement contains up to one hundred percent (100%) of producer’s share paid by Sony earned by the song recordings listed below by the artist Michael Bolton.
About Michael Bolton
Michael Bolton is an American singer and songwriter known for his powerful tenor voice and emotionally charged pop-rock ballads. Rising to prominence in the late 1980s and early 1990s, he achieved global success with hits such as “How Am I Supposed to Live Without You,” “When a Man Loves a Woman,” and “Said I Loved You…But I Lied.” Blending pop, rock, and adult contemporary influences, Bolton has sold millions of records worldwide and earned multiple Grammy Awards. His soaring vocals and romantic style have made him a lasting presence in contemporary music.
Song List
| Michael Bolton - A LOVE SO BEAUTIFUL |
| Michael Bolton - LEAN ON ME |
| Michael Bolton - TIME, LOVE AND TENDERNESS |
| Michael Bolton - SOUL OF MY SOUL |
| Michael Bolton - A TIME FOR LETTING GO |
| Michael Bolton - NEW LOVE |
| Michael Bolton - I FOUND SOMEONE |
| Michael Bolton - FOREVER ISN’T LONG ENOUGH |
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Royalty Share Agreement Terms
The “Michael Bolton Vol 1” Royalty Share Agreement is between our company and the owner of the producer’s share of certain songs (listed below) by Michael Bolton. The Agreement entitles the company to up to one hundred percent (100%) of the producer’s share paid by Sony earned by the song recordings listed by the artist Michael Bolton.
Financial Highlights
Royalties paid over recent quarters from the revenue stream contemplated in the “Michael Bolton Vol 1” Royalty Share Agreement are set forth in the table below.
| 2021 | 2022 | 2023 | ||||||||||||||||||||||
| Michael Bolton Vol1 | Qtr2 | Qtr4 | Qtr2 | Qtr4 | Qtr2 | Qtr4 | ||||||||||||||||||
| A LOVE SO BEAUTIFUL | $ | 109.79 | $ | 123.37 | $ | 141.17 | $ | 150.46 | $ | 145.03 | $ | 219.14 | ||||||||||||
| LEAN ON ME | $ | 41.79 | $ | 49.93 | $ | 57.11 | $ | 53.95 | $ | 46.50 | $ | 62.22 | ||||||||||||
| TIME, LOVE AND TENDERNESS | $ | 28.36 | $ | 32.59 | $ | 35.52 | $ | 37.31 | $ | 36.11 | $ | 34.13 | ||||||||||||
| SOUL OF MY SOUL | $ | 12.65 | $ | 14.62 | $ | 16.86 | $ | 15.87 | $ | 14.81 | $ | 16.12 | ||||||||||||
| A TIME FOR LETTING GO | $ | 20.66 | $ | 15.22 | $ | 20.30 | $ | 18.19 | $ | 15.11 | $ | 13.69 | ||||||||||||
| NEW LOVE | $ | 6.22 | $ | 6.28 | $ | 7.87 | $ | 7.77 | $ | 8.52 | $ | 9.55 | ||||||||||||
| I FOUND SOMEONE | $ | 3.20 | $ | 3.28 | $ | 3.93 | $ | 3.13 | $ | 3.46 | $ | 4.04 | ||||||||||||
| FOREVER ISNT LONG ENOUGH | $ | 3.94 | $ | 4.71 | $ | 4.73 | $ | 4.35 | $ | 5.36 | $ | 5.28 | ||||||||||||
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| 2024 | 2025 | Last | ||||||||||||||
| Michael Bolton Vol1 | Qtr2 | Qtr4 | Qtr2 | 12 Months | ||||||||||||
| A LOVE SO BEAUTIFUL | $ | 293.40 | $ | 615.49 | $ | 577.24 | $ | 1,192.73 | ||||||||
| LEAN ON ME | $ | 62.00 | $ | 68.30 | $ | 56.30 | $ | 124.61 | ||||||||
| TIME, LOVE AND TENDERNESS | $ | 40.78 | $ | 47.14 | $ | 37.85 | $ | 84.99 | ||||||||
| SOUL OF MY SOUL | $ | 17.56 | $ | 16.01 | $ | 18.12 | $ | 34.13 | ||||||||
| A TIME FOR LETTING GO | $ | 13.41 | $ | 12.16 | $ | 13.57 | $ | 25.73 | ||||||||
| NEW LOVE | $ | 8.45 | $ | 8.13 | $ | 10.86 | $ | 18.99 | ||||||||
| I FOUND SOMEONE | $ | 5.67 | $ | 5.23 | $ | 5.82 | $ | 11.05 | ||||||||
| FOREVER ISNT LONG ENOUGH | $ | 4.91 | $ | 4.57 | $ | 5.07 | $ | 9.63 | ||||||||
| Total | $ | 1,501.86 | ||||||||||||||
Administrative fee for “Michael Bolton Vol 1”
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of “Michael Bolton Vol 1” Royalty Share Units) is 5.00%.
Investor Perk
Purchasers of “Michael Bolton Vol 1” Royalty Share Units are entitled to receive a “Certificate of Authenticity” at no additional cost. See “Plan of Distribution – Investor Perks” for more details.
“Michael Bolton Vol 2” Royalty Share Asset
The “Michael Bolton Vol 2” Music Royalty Asset is the underlying asset of the “Michael Bolton Vol 2” Royalty Share Agreement (the “Agreement”). The Agreement contains up to one hundred percent (100%) of producer’s share paid by Sony earned by the song recordings listed below by the artist Michael Bolton.
About Michael Bolton
Michael Bolton is an American singer and songwriter known for his powerful tenor voice and emotionally charged pop-rock ballads. Rising to prominence in the late 1980s and early 1990s, he achieved global success with hits such as “How Am I Supposed to Live Without You,” “When a Man Loves a Woman,” and “Said I Loved You…But I Lied.” Blending pop, rock, and adult contemporary influences, Bolton has sold millions of records worldwide and earned multiple Grammy Awards. His soaring vocals and romantic style have made him a lasting presence in contemporary music.
Song List
| Michael Bolton - WHEN A MAN LOVES A WOMAN |
| Michael Bolton - STEEL BARS |
| Michael Bolton (ft. Kenny G) - MISSING YOU NOW |
| Michael Bolton - NOW THAT I FOUND YOU |
| Michael Bolton - LOVE IS A WONDERFUL THING |
| Michael Bolton (ft. Patti LaBelle) - WE’RE NOT MAKIN’ LOVE ANYMORE |
| Michael Bolton - NEVER GET ENOUGH OF YOUR LOVE |
| Michael Bolton - THE ONE THING |
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Royalty Share Agreement Terms
The “Michael Bolton Vol 2” Royalty Share Agreement is between our company and the owner of the producer’s share of songs listed by Michael Bolton. The Agreement entitles the company up to one hundred percent (100%) of the producer’s share paid by Sony earned by the song recordings listed by the artist Michael Bolton.
Financial Highlights
Royalties paid over recent quarters from the revenue stream contemplated in the “Michael Bolton Vol 2” Royalty Share Agreement are set forth in the table below.
| 2021 | 2022 | 2023 | ||||||||||||||||||||||
| Michael Bolton Vol2 | Qtr2 | Qtr4 | Qtr2 | Qtr4 | Qtr2 | Qtr4 | ||||||||||||||||||
| WHEN A MAN LOVES A WOMAN | $ | 305.20 | $ | 374.28 | $ | 446.60 | $ | 396.85 | $ | 337.66 | $ | 391.42 | ||||||||||||
| MISSING YOU NOW | $ | 62.22 | $ | 121.69 | $ | 132.68 | $ | 102.96 | $ | 76.71 | $ | 89.63 | ||||||||||||
| STEEL BARS | $ | 28.35 | $ | 32.48 | $ | 37.48 | $ | 35.51 | $ | 34.94 | $ | 33.72 | ||||||||||||
| LOVE IS A WONDERFUL THING | $ | 15.16 | $ | 18.93 | $ | 25.26 | $ | 47.70 | $ | 38.88 | $ | 24.49 | ||||||||||||
| NOW THAT I FOUND YOU | $ | 12.90 | $ | 12.91 | $ | 16.16 | $ | 15.24 | $ | 15.92 | $ | 16.63 | ||||||||||||
| WERE NOT MAKIN LOVE ANYMORE | $ | 5.07 | $ | 5.04 | $ | 5.15 | $ | 4.87 | $ | 6.36 | $ | 6.48 | ||||||||||||
| NEVER GET ENOUGH OF YOUR LOVE | $ | 3.28 | $ | 3.60 | $ | 3.98 | $ | 3.78 | $ | 3.71 | $ | 4.08 | ||||||||||||
| THE ONE THING | $ | 2.82 | $ | 2.94 | $ | 4.35 | $ | 3.60 | $ | 3.73 | $ | 3.69 | ||||||||||||
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| 2024 | 2025 | Last | ||||||||||||||
| Michael Bolton Vol2 | Qtr2 | Qtr4 | Qtr2 | 12 Months | ||||||||||||
| WHEN A MAN LOVES A WOMAN | $ | 436.35 | $ | 487.61 | $ | 405.95 | $ | 893.56 | ||||||||
| MISSING YOU NOW | $ | 108.39 | $ | 103.38 | $ | 103.11 | $ | 206.49 | ||||||||
| STEEL BARS | $ | 34.84 | $ | 37.20 | $ | 41.90 | $ | 79.10 | ||||||||
| LOVE IS A WONDERFUL THING | $ | 27.67 | $ | 48.05 | $ | 24.66 | $ | 72.70 | ||||||||
| NOW THAT I FOUND YOU | $ | 16.11 | $ | 14.23 | $ | 15.81 | $ | 30.04 | ||||||||
| WERE NOT MAKIN LOVE ANYMORE | $ | 7.22 | $ | 6.19 | $ | 7.37 | $ | 13.56 | ||||||||
| NEVER GET ENOUGH OF YOUR LOVE | $ | 3.87 | $ | 3.98 | $ | 4.98 | $ | 8.95 | ||||||||
| THE ONE THING | $ | 3.18 | $ | 3.60 | $ | 4.98 | $ | 8.58 | ||||||||
| Total | $ | 1,312.99 | ||||||||||||||
Administrative fee for “Michael Bolton Vol 2”
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of “Michael Bolton Vol 2” Royalty Share Units) is 5.00%.
Investor Perk
Purchasers of “Michael Bolton Vol 2” Royalty Share Units are entitled to receive a “Certificate of Authenticity” at no additional cost. See “Plan of Distribution – Investor Perks” for more details.
Mariah Carey - “Without You” Royalty Share Asset
The Mariah Carey - “Without You” Music Royalty Asset is the underlying asset of the Mariah Carey - “Without You” Royalty Share Agreement (the “Agreement”). The Agreement contains up to one hundred percent (100%) of producer’s share paid by Sony earned by the song recording Mariah Carey - “Without You” by the artist Mariah Carey.
About Mariah Carey
Mariah Carey is a Grammy Award–winning American singer, songwriter, and producer widely regarded as one of the greatest vocalists in pop and R&B history. She rose to fame in the early 1990s with her self-titled debut album and quickly became known for her five-octave vocal range and signature whistle register. With iconic hits such as “Vision of Love,” “We Belong Together,” and the perennial classic “All I Want for Christmas Is You,” Carey has achieved extraordinary commercial success worldwide. Her influence on contemporary pop and R&B, along with her songwriting and vocal artistry, has solidified her legacy as one of the most impactful artists of her generation.
About Without You
“Without You” by Mariah Carey is a powerful ballad that showcases her remarkable vocal range and emotional intensity. Released in 1994 as part of her album Music Box, the song is a soaring rendition of the classic originally recorded by Badfinger and later popularized by Harry Nilsson. Carey’s dramatic delivery and dynamic vocal performance transformed the track into one of her signature hits, highlighting themes of heartbreak and longing while reinforcing her reputation as one of pop music’s most accomplished vocalists.
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Royalty Share Agreement Terms
The Mariah Carey - “Without You” Royalty Share Agreement is between our company and the owner of the producer’s share of songs listed by Mariah Carey. The Agreement entitles the company up to one hundred percent (100%) of the producer’s share paid by Sony earned by the song recording “Without You” by the artist Mariah Carey.
Financial Highlights
| 2021 | 2022 | 2023 | 2024 | 2025 | Last | |||||||||||||||||||||||||||||||||
| Qtr2 | Qtr4 | Qtr2 | Qtr4 | Qtr2 | Qtr4 | Qtr2 | Qtr4 | Qtr2 | 12 Months | |||||||||||||||||||||||||||||
| $ | 1,283.38 | $ | 915.11 | $ | 1,456.08 | $ | 1,322.20 | $ | 1,067.71 | $ | 1,346.27 | $ | 1,267.63 | $ | 1,340.64 | $ | 1,242.87 | $ | 2,583.51 | |||||||||||||||||||
Administrative fee for Mariah Carey - “Without You”
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of Mariah Carey - “Without You” Royalty Share Units) is 5.00%.
Investor Perk
Purchasers of Mariah Carey - “Without You” Royalty Share Units are entitled to receive a “Certificate of Authenticity” at no additional cost. See “Plan of Distribution – Investor Perks” for more details.
“Mariah Carey - Hero” Royalty Share Asset
The “Mariah Carey - Hero” Music Royalty Asset is the underlying asset of the “Mariah Carey - Hero” Royalty Share Agreement (the “Agreement”). The Agreement contains up to one hundred percent (100%) of producer’s share paid by Sony earned by the song recording “Hero” by the artist Mariah Carey.
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About Mariah Carey
Mariah Carey is a Grammy Award–winning American singer, songwriter, and producer widely regarded as one of the greatest vocalists in pop and R&B history. She rose to fame in the early 1990s with her self-titled debut album and quickly became known for her five-octave vocal range and signature whistle register. With iconic hits such as “Vision of Love,” “We Belong Together,” and the perennial classic “All I Want for Christmas Is You,” Carey has achieved extraordinary commercial success worldwide. Her influence on contemporary pop and R&B, along with her songwriting and vocal artistry, has solidified her legacy as one of the most impactful artists of her generation.
About Hero
“Hero” by Mariah Carey is an inspirational ballad released in 1993 that emphasizes inner strength, resilience, and self-belief. Built around a gentle piano melody that crescendos into a powerful vocal climax, the song encourages listeners to look within themselves for courage during difficult times. Its uplifting message and Carey’s soaring performance helped make “Hero” one of her most enduring and beloved songs, resonating across generations as an anthem of empowerment and hope.
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Royalty Share Agreement Terms
The “Mariah Carey - Hero” Royalty Share Agreement is between our company and the owner of the producer’s share of songs listed by Mariah Carey. The Agreement entitles the company up to one hundred percent (100%) of the producer’s share paid by Sony earned by the song recording “Hero” by the artist Mariah Carey.
Financial Highlights
Royalties paid over recent quarters from the revenue stream contemplated in the “Mariah Carey - Hero” Royalty Share Agreement are set forth in the table below.
| 2021 | 2022 | 2023 | 2024 | 2025 | Last | |||||||||||||||||||||||||||||||||
| Qtr2 | Qtr4 | Qtr2 | Qtr4 | Qtr2 | Qtr4 | Qtr2 | Qtr4 | Qtr2 | 12 Months | |||||||||||||||||||||||||||||
| $ | 871.58 | $ | 813.91 | $ | 1,123.50 | $ | 1,045.86 | $ | 941.48 | $ | 1,543.19 | $ | 1,611.77 | $ | 1,302.66 | $ | 1,059.36 | $ | 2,362.02 | |||||||||||||||||||
Administrative fee for Mariah Care - “Hero”
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of “Hero” Royalty Share Units) is 5.00%.
Investor Perk
Purchasers of “Hero” Royalty Share Units are entitled to receive a “Certificate of Authenticity” at no additional cost. See “Plan of Distribution – Investor Perks” for more details.
“Mariah Carey - One Sweet Day” Royalty Share Asset
The “Mariah Carey - One Sweet Day” Music Royalty Asset is the underlying asset of the Mariah Carey - “One Sweet Day” Royalty Share Agreement (the “Agreement”). The Agreement contains up to one hundred percent (100%) of producer’s share paid by Sony earned by the song recording “One Sweet Day” by the artist Mariah Carey.
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About Mariah Carey
Mariah Carey is a Grammy Award–winning American singer, songwriter, and producer widely regarded as one of the greatest vocalists in pop and R&B history. She rose to fame in the early 1990s with her self-titled debut album and quickly became known for her five-octave vocal range and signature whistle register. With iconic hits such as “Vision of Love,” “We Belong Together,” and the perennial classic “All I Want for Christmas Is You,” Carey has achieved extraordinary commercial success worldwide. Her influence on contemporary pop and R&B, along with her songwriting and vocal artistry, has solidified her legacy as one of the most impactful artists of her generation.
About One Sweet Day
“One Sweet Day” by Mariah Carey and Boyz II Men is a heartfelt R&B ballad released in 1995 that reflects on love, loss, and the hope of reunion in the afterlife. Blending Carey’s soaring vocals with the rich harmonies of Boyz II Men, the song delivers a powerful message of comfort and remembrance for those who have passed. Its emotional depth and universal theme resonated widely, helping it become one of the most commercially successful and enduring collaborations in pop and R&B history.
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Royalty Share Agreement Terms
The “Mariah Carey - One Sweet Day” Royalty Share Agreement is between our company and the owner of the producer’s share of songs listed by Mariah Carey. The Agreement entitles the company up to one hundred percent (100%) of the producer’s share paid by Sony earned by the song recording “One Sweet Day” by the artist Mariah Carey.
Financial Highlights
Royalties paid over recent quarters from the revenue stream contemplated in the “Mariah Carey - One Sweet Day” Royalty Share Agreement are set forth in the table below.
| 2021 | 2022 | 2023 | 2024 | 2025 | Last | |||||||||||||||||||||||||||||||||
| Qtr2 | Qtr4 | Qtr2 | Qtr4 | Qtr2 | Qtr4 | Qtr2 | Qtr4 | Qtr2 | 12 Months | |||||||||||||||||||||||||||||
| $ | 605.45 | $ | 657.95 | $ | 702.88 | $ | 668.57 | $ | 690.04 | $ | 622.70 | $ | 717.00 | $ | 718.98 | $ | 875.93 | $ | 1,594.91 | |||||||||||||||||||
Administrative fee for Mariah Carey - “One Sweet Day”
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of “Mariah Carey - One Sweet Day” Royalty Share Units) is 5.00%.
Investor Perk
Purchasers of “Mariah Carey - One Sweet Day” Royalty Share Units are entitled to receive a “Certificate of Authenticity” at no additional cost. See “Plan of Distribution – Investor Perks” for more details.
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“Mariah Carey - Love Takes Time” Royalty Share Asset
The “Mariah Carey - Love Takes Time” Music Royalty Asset is the underlying asset of the “Mariah Carey - Love Takes Time” Royalty Share Agreement (the “Agreement”). The Agreement contains up to one hundred percent (100%) of producer’s share paid by Sony earned by the song recording “Love Takes Time” by the artist Mariah Carey.
About Mariah Carey
Mariah Carey is a Grammy Award–winning American singer, songwriter, and producer widely regarded as one of the greatest vocalists in pop and R&B history. She rose to fame in the early 1990s with her self-titled debut album and quickly became known for her five-octave vocal range and signature whistle register. With iconic hits such as “Vision of Love,” “We Belong Together,” and the perennial classic “All I Want for Christmas Is You,” Carey has achieved extraordinary commercial success worldwide. Her influence on contemporary pop and R&B, along with her songwriting and vocal artistry, has solidified her legacy as one of the most impactful artists of her generation.
About Love Takes Time
“Love Takes Time” by Mariah Carey is an emotional pop ballad from her 1990 debut album that captures the lingering pain of heartbreak and the slow process of healing. Built around a tender melody and restrained production, the song allows Carey’s expressive vocals to take center stage as she reflects on love lost and the difficulty of moving on. Its sincerity and vocal vulnerability helped establish her early reputation as a powerful ballad singer and songwriter.
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Royalty Share Agreement Terms
The “Mariah Carey - Love Takes Time” Royalty Share Agreement is between our company and the owner of the producer’s share of songs listed by Mariah Carey. The Agreement entitles the company up to one hundred percent (100%) of the producer’s share paid by Sony earned by the song recording “Love Takes Time” by the artist Mariah Carey.
Financial Highlights
Royalties paid over recent quarters from the revenue streams contemplated in the “Mariah Carey - Love Takes Time” Royalty Share Agreement are set forth in the table below.
| 2021 | 2022 | 2023 | 2024 | 2025 | Last | |||||||||||||||||||||||||||||||||
| Qtr2 | Qtr4 | Qtr2 | Qtr4 | Qtr2 | Qtr4 | Qtr2 | Qtr4 | Qtr2 | 12 Months | |||||||||||||||||||||||||||||
| $ | 344.68 | $ | 353.26 | $ | 452.82 | $ | 417.17 | $ | 340.80 | $ | 370.69 | $ | 373.23 | $ | 540.29 | $ | 446.18 | $ | 986.47 | |||||||||||||||||||
Administrative fee for Mariah Carey - “Love Takes Time”
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of “Mariah Carey - Love Takes Time” Royalty Share Units) is 5.00%.
Investor Perk
Purchasers of “Mariah Carey - Love Takes Time” Royalty Share Units are entitled to receive a “Certificate of Authenticity” at no additional cost. See “Plan of Distribution – Investor Perks” for more details.
“Mariah Carey Vol 1” Royalty Share Asset
The “Mariah Carey Vol 1” Music Royalty Asset is the underlying asset of the “Mariah Carey Vol 1” Royalty Share Agreement (the “Agreement”). The Agreement contains up to one hundred percent (100%) of producer’s share paid by Sony earned by the song recordings listed below by the artist Mariah Carey.
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About Mariah Carey
Mariah Carey is a Grammy Award–winning American singer, songwriter, and producer widely regarded as one of the greatest vocalists in pop and R&B history. She rose to fame in the early 1990s with her self-titled debut album and quickly became known for her five-octave vocal range and signature whistle register. With iconic hits such as “Vision of Love,” “We Belong Together,” and the perennial classic “All I Want for Christmas Is You,” Carey has achieved extraordinary commercial success worldwide. Her influence on contemporary pop and R&B, along with her songwriting and vocal artistry, has solidified her legacy as one of the most impactful artists of her generation.
Song List
| DREAMLOVER |
| ANYTIME YOU NEED A FRIEND |
| I’LL BE THERE |
| CAN’T LET GO |
| OPEN ARMS |
| EMOTIONS |
| FOREVER |
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Royalty Share Agreement Terms
The “Mariah Carey Vol 1” Royalty Share Agreement is between our company and the owner of the producer’s share of songs listed by Mariah Carey. The Agreement entitles the company up to one hundred percent (100%) of the producer’s share paid by Sony earned by the song recordings listed by the artist Mariah Carey.
Financial Highlights
Royalties paid over recent quarters from the revenue streams contemplated in the “Mariah Carey Vol 1” Royalty Share Agreement are set forth in the table below.
| 2021 | 2022 | 2023 | ||||||||||||||||||||||
| Mariah Carey Vol1 | Qtr2 | Qtr4 | Qtr2 | Qtr4 | Qtr2 | Qtr4 | ||||||||||||||||||
| DREAMLOVER | 266.74 | $ | 251.73 | $ | 233.35 | $ | 64.87 | $ | 252.05 | $ | 308.95 | |||||||||||||
| ANYTIME YOU NEED A FRIEND | 293.65 | $ | 134.00 | $ | 152.17 | $ | 154.94 | $ | 161.22 | $ | 149.31 | |||||||||||||
| CANT LET GO | 143.38 | $ | 154.48 | $ | 162.47 | $ | 197.52 | $ | 142.79 | $ | 53.22 | |||||||||||||
| ILL BE THERE | $ | 43.75 | $ | 155.42 | $ | 64.28 | $ | 94.54 | $ | 132.39 | $ | 130.85 | ||||||||||||
| OPEN ARMS | $ | 69.66 | $ | 87.97 | $ | 85.73 | $ | 81.98 | $ | 73.04 | $ | 80.61 | ||||||||||||
| FOREVER | $ | 60.07 | $ | 68.10 | $ | 75.81 | $ | 73.04 | $ | 71.82 | $ | 73.35 | ||||||||||||
| EMOTIONS | $ | 53.44 | $ | 39.28 | $ | 7.21 | $ | 17.42 | $ | 21.71 | $ | 11.18 | ||||||||||||
| 2024 | 2025 | Last | ||||||||||||||
| Mariah Carey Vol1 | Qtr2 | Qtr4 | Qtr2 | 12 Months | ||||||||||||
| DREAMLOVER | $ | 248.40 | $ | 334.70 | $ | 264.84 | $ | 599.55 | ||||||||
| ANYTIME YOU NEED A FRIEND | $ | 219.36 | $ | 211.92 | $ | 128.44 | $ | 340.36 | ||||||||
| CANT LET GO | $ | 152.94 | $ | 159.38 | $ | 160.90 | $ | 320.28 | ||||||||
| ILL BE THERE | $ | 142.94 | $ | 224.93 | $ | 135.06 | $ | 359.99 | ||||||||
| OPEN ARMS | $ | 74.82 | $ | 88.59 | $ | 95.50 | $ | 184.09 | ||||||||
| FOREVER | $ | 77.00 | $ | 77.18 | $ | 77.08 | $ | 154.25 | ||||||||
| EMOTIONS | $ | 9.15 | $ | 10.23 | $ | 8.12 | $ | 18.35 | ||||||||
| Total | $ | 1,976.87 | ||||||||||||||
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Administrative fee for “Mariah Carey Vol 1”
The Administrative Fee (i.e., the amount to be paid to our company as a percentage of the value of the royalty payments collected by our company to be distributed to holders of “Mariah Carey Vol 1” Royalty Share Units) is 5.00%.
Investor Perk
Purchasers of “Mariah Carey Vol 1” Royalty Share Units are entitled to receive a “Certificate of Authenticity” at no additional cost. See “Plan of Distribution – Investor Perks” for more details.
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Overview of our Company
Our company is a limited liability company formed on March 18, 2021, pursuant to the Delaware Limited Liability Company Act, or the LLC Act. We founded RoyaltyTraders LLC with the mission to combine crowdfunding, investing, and a social network involving fans to create a robust online marketplace where the public can acquire revenue rights (i.e. Royalty Share Units) related to royalties generated by Music Royalty Assets in their favorite music artists’ creations. To this end, we created the SongVest Platform, which allows investors to pick and invest in the royalty streams from compositions by artists, and receive royalty distributions from those assets. Additionally, the SongVest Platform allows investors to impact the success of artists with their albums. Record labels are provided with tools and strategies enabled by the SongVest Platform, such as email marketing, to collectively promote albums, potentially furthering the success of a release, and generating more revenue.
In October 2024, our company underwent a restructuring, whereby we became a wholly-owned subsidiary of, and managed by, SAJA, and certain aspects of our operations – primarily, the ownership and operation of the SongVest Platform – were moved into a newly-formed sister entity, RT2, which is also a wholly-owned subsidiary of, and managed by, SAJA. As a result of this restructuring, our company’s sole business operation is the acquisition of Music Royalty Assets and making offers and sales of related Royalty Share Units. See “Interest of Management and Others in Certain Transactions” for more information on this restructuring, as well as for a description of certain agreements we entered into in connection with this restructuring.
Market Opportunity
SongVest is poised to take advantage of the growth of two industries – the music industry, and the growth of centralized marketplaces and crowdfunding platforms. SongVest intends to provide a means for investors to participate in the success of their favorite artists’ music, by purchasing Royalty Share Units that provide pro-rata rights to royalties of songs via a Royalty Share Agreement.
We believe music royalty owners, such as artists, record labels, songwriters, producers and estate heirs, are looking for ways to diversify their holdings and liquidity. The current options for financing music revenue streams are limited. In addition, investors and fans have limited access to music royalty investment opportunities because they usually do not have direct access to the holders of music rights. We believe there is a market opportunity to provide music fans with an opportunity to invest in multiple music royalty streams at a fractional level for as little as $10 to $20.
When we started the SongVest Platform, our goal was not just to be an investment platform, but more importantly serve as a central hub for music fans where we could engage with them, which we thought could help boost streaming and other revenue streams of the artists and record labels. Because our investors are fans and have a vested interest in the success of the music they have invested in, we believe it will be a rewarding experience for them.
We believe the SongVest Platform has the opportunity to advance the investment music space through its portal that is intended to provide updated information on which artist and album is trending across multiple social, sales, and streaming data streams. This is where fans can come to find new investment opportunities and share the investments they have made. Our expertise in music sales and marketing will facilitate music fan and investor interactions and will be sought after not only for investment purposes but also for our music market expertise.
We believe the music industry is poised for continued growth after a decline because of COVID. Goldman Sachs’ Music Industry’s long-term growth forecast predicts a compound annual growth rate (CAGR) settling in at 6% for the period of 2019 to 2030.
In addition, we have seen more and more fans and artists use centralized marketplaces, such as Kickstarter, Indiegogo, and Patreon to create different revenue streams which supports the thesis that there is a desire and need on the part of royalty owners for opportunities to capitalize on their future royalty earnings today. It is our mission to help facilitate those opportunities for those royalty owners, as well as to facilitate ways for fans of music to invest and earn while also supporting the artists they admire.
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Key Aspects of Our Business
SongVest Platform
The SongVest Platform at www.songvest.com is intended to be a platform that connects investors with different royalty stream investments, and provides further opportunities for the royalty owners to engage with investors and music fans.
The SongVest Platform will have two main goals: (i) the listing of offerings we have for investment; and (ii) serving as a music portal that will provide social, sales, concert and streaming data to showcase the artists and songs that are driving the royalty investments.
The SongVest Platform currently provides to artists and record labels email marketing solutions that allow those parties to engage SongVest to reach out to investors on the SongVest Platform that are collecting royalties on the songs or catalog of songs from the Royalty Share Units they purchased. Through this channel, artists and record labels are able to efficiently communicate about relevant dates for events, concerns, new releases, and other promotions.
Investors in our offerings are able to view the Royalty Share Units they own via the SongVest Platform, as well as view royalty information about payments.
The SongVest Platform is owned and operated by our affiliate, RT2, LLC, which is also wholly-owned and managed by our manager, SAJA. We have contracted for the right to use the SongVest Platform via the Services Agreement, which is described elsewhere in this Offering Circular.
Pipeline
We will market to songwriters, producers, publishers and record labels to build the pipeline for investment opportunities, which we will make available on the SongVest portal. While songwriters, producers and publishers are more likely to want to monetize their assets, we believe record labels will see this as a way to directly connect with fans in ways they have not been able to before. We believe the real upside is in being able to educate record labels that this new way to have a direct connection with fans will allow them not only to increase current album revenue but also provide other forms of upsell and cross-sell opportunities to drive more revenue.
Competition
Our closest competitors are Royalty Exchange in the US and ANote in Europe. We are currently working on signing up top record labels, artists and obtaining industry backing to lock in SongVest as a first mover status given that our business model is different from the competition.
Royalty Share Agreements
It is our intention that each Royalty Share Agreement we enter into will be based on a template royalty agreement that acts as a standard baseline, however, variations may occur. The form of this baseline Royalty Share Agreement is included as an exhibit to the offering statement of which this Offering Circular is part, along with the specific Royalty Share Agreements related to each Music Royalty Asset that is related to an offering we are conducting. Generally, only certain terms of the baseline royalty agreement will be subject to negotiation with each royalty holder. We believe that many royalty owners will not “sell” 100% of their Music Royalty Assets in perpetuity but only sell a portion of them for a certain period of time. Therefore, our royalty agreements will be for a certain percentage of the Music Royalty Asset royalty income and for a certain period of time. We are expecting 30 to 40 year terms. We may also offer shorter term offerings with 3 to 10 year terms for sellers who just need a much shorter term and have a smaller financial need. We expect, though, that each Royalty Share Agreement will be structured as a purchase option agreement, which gives us the right, but not the obligation, to purchase the Music Royalty Asset, typically through the proceeds of the offering for the series related to that Royalty Share Agreement.
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Our Manager
Under our amended and restated limited liability company agreement, SAJA is designated as manager of our company. SAJA also wholly-owns our company. Throughout this Offering Circular, we refer to SAJA as the manager of our company. Our manager will assist the company in identifying Music Royalty Assets to be acquired using the proceeds from the offerings we conduct.
See “Directors, Executive Officers and Significant Employees” for additional information regarding our manager and its control persons.
Indemnification of our Manager
Our amended and restated limited liability company agreement provides that, to the fullest extent permitted by Delaware law, our company will indemnify and hold harmless its members, managers, officers from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which such a party may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business of our company, regardless of whether such an individual continues to be a member, manager or officer of the Company at the time any such liability or expense is paid or incurred.
Music Royalty Asset Selection
Our asset selection criteria were established by our manager and are continually influenced by investor demand and current industry trends. The criteria are subject to change from time to time in the sole discretion of our manager. Although we cannot guarantee positive investment returns on the assets we acquire, we endeavor to select assets that are projected to generate positive return on investment, primarily based upon the asset’s historical performance data and assumptions about its ability to produce future royalty income. Our manager will endeavor to select assets with known royalty income history that have the opportunity to continue to produce royalty income for years to come. Our manager also considers the artist, the release date, top chart position, current social media statistics and other data points that might influence the future earnings of the song or songs represented in the Music Royalty Asset.
We will partner with artists, songwriters, producers, royalty owners and record labels to select songs, albums, and catalogs to be subject to a Royalty Share Agreement. We may select and bundle artists and albums for certain series of Royalty Share Units based on genre, relative success of past albums, fan base demographics, or other factors that make such assets fit together as a cohesive package.
Sourcing
We have sales reps that will engage potential artists, record labels and songwriters who are interested in participating in our offerings. They will qualify potential prospects and work with them to understand the opportunity and pull the appropriate materials together. Sales reps are, and will be, paid via commission only on the value of deals sourced and closed upon by the company that such sales reps have introduced to our company.
As compensation for these services, our company will receive a Sourcing Fee a percentage of the “purchase price” – i.e., price to purchase the asset set forth in the applicable Royalty Share Agreement for a Music Royalty Asset. The Sourcing Fee will generally be set based on the level of difficulty and costs related to sourcing the particular Music Royalty Asset related to the series of Royalty Share Units. The “purchase price” is determined by the company in its sole discretion - however, may utilize a “second price” auction to help determine an appropriate purchase price for an asset. The Sourcing Fee will be determined for each offering in the sole discretion of our manager, and may be waived by our manager at its discretion.
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Due Diligence
When evaluating an asset, we will consider the growth, its potential, historical significance, ownership history, past valuation of the asset and comparable assets. Our diligence process will include a review of public auction data, opinions from music advisors in our network, precedent and comparable transactions, among other metrics. We will also complete diligence on the royalty owners themselves and their assets. We will validate that there are no tax liens, divorce decrees, UCC filings or other factors that might encumber or impact the future royalty streams. The diligence process will be a part of a memo that will be put together for an investment review.
Asset Management
Management of Music Royalty Assets we acquire will involve management of the relationship with the royalty rights holders, as well as oversight of compliance with the terms of the Royalty Share Agreements entered into by the company and royalty holders, to ensure that the company is receiving all payments owed to it pursuant to the terms of the applicable Royalty Share Agreement. The company will monitor the royalty distributions that are due on Music Royalty Assets and will allocate royalty streams to the right owners in a timely manner after such distributions are received by the company.
As compensation for such services, our company will receive an Administrative Fee equal to a certain percentage (up to a maximum of 10%) of value of the royalty payments collected by our company to be distributed to holders of the Royalty Share Units. Such percentage will be determined by for each series on an individual basis. We note that Administrative Fees will only be deducted from distributions actually made to holders of Royalty Share Units—and if there are no royalty payments paid, no Administrative Fees will be received by our company.
Employees
The company does not currently have any employees. Pursuant to the Services Agreement entered into with its affiliate and sister-company, RT2, RT2 provides our company access to RT2’s staff, technology, administration and marketing/sales support functions as necessary for us to carry out our business.
Government Regulation
The types of music royalties available to our company are governed by U.S. copyright law. The Copyright Act establishes compulsory license fees for musical works categorized as “mechanical royalties” along with the writers share and publishers share of music copyright. Additionally, we may utilize other types of royalty streams, like producers share or other specific royalty generating areas that can be contractually secured.
Legal Proceedings
None of our company or our manager is presently subject to any material legal proceedings.
Allocations of Expenses
To the extent relevant, Offering Expenses, Acquisition Expenses, Operating Expenses, revenue generated from Music Royalty Assets made by our company will be allocated amongst the various series of Royalty Share Units. By way of example, it is anticipated that revenues and expenses will be allocated as follows:
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| Revenue or Expense Item | Details | Allocation Policy (if revenue or expense is not clearly allocable to a specific Music Royalty Asset) | ||
| Revenue | Revenue from royalty income | Allocable pro rata to the holders of the related Royalty Share Units after deduction of expenses. | ||
| Offering Expenses |
Filing expenses related to submission of regulatory paperwork for a series of Royalty Share Units
Professional expenses related to the submission of regulatory paperwork for a series of Royalty Share Units
Audit and accounting work related to the regulatory paperwork or
Escrow agent fees for the administration of escrow accounts related to each series of Royalty Share Units
Compliance work including diligence related to the preparation of a series |
The amount to be recovered by our company as stated in the Use of Proceeds above.
The amount to be recovered by our company as stated in the Use of Proceeds above.
The amount to be recovered by our company as stated in the Use of Proceeds above.
The amount to be recovered by our company as stated in the Use of Proceeds above.
The amount to be recovered by our company as stated in the Use of Proceeds above. | ||
| Sourcing Fee | Compensation for due diligence and efforts to secure a Music Royalty Asset | The amount to be recovered by our company as stated in the Use of Proceeds above. | ||
| Administrative Fee | Compensation for administration of the royalty payments to holders of the Royalty Share Units | Amount to be paid to our company is a percentage (not to exceed 10%) of the value of the royalty payments collected by our company to be distributed to holders of each series of Royalty Share Units. Such percentage will be determined on a series by series basis by our company. |
Notwithstanding the foregoing, our manager may revise and update the allocation policy from time to time in its reasonable discretion without further notice to investors.
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The company uses office space at 1053 East Whitaker Mill Road, Suite 115, Raleigh, NC 27604. This office space is leased by our SAJA, our manager, who permits us to use this office space at no cost to our company.
We believe that all this property is suitable and adequate for our business as most employees are working remotely.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
The following discussion and analysis of our financial condition and results of operation should be read in conjunction with our financial statements and the related notes included in this offering circular. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Our financial statements for the year ended December 31, 2023 have been audited by Armanino, LLP. Our financial statements for the year ended December 31, 2024 have been audited by Cherry Bekaert LLP.
Overview
Since its formation in March 2021 through October 2024 our company has been engaged primarily in two areas: selling music catalogs and advances to our customers at auction as well as building the infrastructure to support our new royalty share model by developing the financial, offering and other materials to begin our offerings of Royalty Share Units.
In October 2024, our company underwent a restructuring, whereby we became a wholly-owned subsidiary of, and managed by, SAJA, and certain aspects of our operations – primarily, the ownership and operation of the SongVest Platform – were moved into a newly-formed sister entity, RT2, which is also a wholly-owned subsidiary of, and managed by, SAJA. As a result of this restructuring, our company’s sole business operation is the acquisition of Music Royalty Assets and making offers and sales of related Royalty Share Units. See “Interest of Management and Others in Certain Transactions” for more information on this restructuring, as well as for a description of certain agreements we entered into in connection with this restructuring.
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
For the Six Months Ended June 30, 2025 and 2024
Revenues. Revenues are generated at the company level. From January 1, 2025 through June 30, 2025, we generated $93,232 in gross revenues compared to gross revenues of $343,273 for the period January 1, 2024 through June 30, 2024. This decrease is primarily due to the October 2024 Restructuring with our company now only earning revenue through Sourcing Fees earned in connection with our offerings of Royalty Share Units and from Administrative Fees charged on distributions of royalties to investors in our Royalty Share Units, whereas prior to the October 2024 Restructuring, we also earned commissions on the placement of private catalog sales and advances. Also, our company incurred $17,209 in direct sales costs during the six months ended June 30, 2025 compared to $0 in the prior period. During the six months ended June 30, 2025, our company earned $89,340 in Sourcing Fees and $3,891 in Administrative Fees, respectively, compared to $0 and $3,772 in Sourcing Fees and $3,891 in Administrative Fees, respectively, during the six months ended June 30, 2024 as all revenue for that time period aside from the aforementioned Administrative Fees was due to private catalog sale and advance commissions of $339,501.
Operating Expenses. From January 1, 2025 through June 30, 2025, we incurred $96,397 in operating expenses, a substantial decrease compared to $651,913 in operating expenses incurred during the six months ended June 30, 2024. The most significant component of our operating expenses during the six months ended June 30, 2025 was $63,100 in general & administrative expenses consisting of legal and audit fees incurred in connection with our Regulation A offering(s). The second largest component of our operating expenses during the six months ended June 30, 2025 was marketing & sales expenses of $33,297 incurred in connection with sales and marketing efforts related to our business Regulation A offering(s). In comparison, for the period January 1, 2024 through June 30, 2024, $357,947 was for sales and marketing efforts, $243,082 was for payments to contractors, and the remainder of $50,884 for general and administrative costs. The decrease in marketing & sales expense from prior year is due to our company paying for general advertising and sales consulting support which the company did not continue during the six months ended June 30, 2025. Operating expenses for the period ended June 30, 2025 were significantly lower due to our company divesting its private catalog and advance business and the associated expenses as part of the October 2024 Restructuring.
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Amortization & Depreciation Expense. From January 1, 2025 through June 30, 2025, we incurred $11,323 in straight line amortization expense related to the capitalized filing costs asset with a 3 year useful life which was placed in service in December 2024, compared to $24,045 in depreciation expense for the six months ended June 30, 2024 related to the capitalized software asset which was transferred out of our company as part of the October 2024 Restructuring along with the associated accumulated depreciation balance.
Interest Expense. From January 1, 2025 through June 30, 2025, we incurred $60,005 in interest expense on our outstanding promissory notes detailed further below in this section under “Indebtedness”, compared to $98,480 in interest expense we incurred on our outstanding promissory notes from January 1, 2024 through June 30, 2024. This decrease in interest costs is due to the related party promissory notes and associated accrued interest balances being transferred from our company to SAJA LLC in March 2025. Additionally, interest expense of $0 and $6,511 on short term credit was paid during the six months ended June 30, 2025 and 2024, respectively.
Net Loss. As a result of the foregoing, we incurred a net loss of $91,702 for the period from January 1, 2025 through June 30, 2025 compared to a net loss of $431,165 for the period from January 1, 2024 through June 30, 2024.
We have normal operating expenses as well as planned additional expenses related to infrastructure investment needed to support our business operations. Our company will be responsible for its own operating expenses, as well as certain offering expenses applicable to our offerings of a series of Royalty Share Units.
For the years ended December 31, 2024 and December 31, 2023
Revenues. Revenues are generated at the company level. For the year ended December 31, 2024, we generated $713,735 in gross revenues. For the year ended December 31, 2023, we generated $941,442 in gross revenues. This change represents a decrease in gross revenues of $227,707 in 2024 compared to 2023. Our average monthly revenue decreased from approximately $78,454 in the year ended December 31, 2023 to approximately $59,478 in the year ended December 31, 2024. Revenues were generated in 2024 and 2023 from commissions earned by our company on private sales and advances of music catalogs to purchasers in private, one-off transactions, as well as from Sourcing Fees earned in connection with our offerings of Royalty Share Units. Our company also received minimal revenues from Administrative Fees charged on distributions to investors in our Royalty Share Units in 2024 and 2023. Revenues decreased in 2024 primarily due to fewer private sales of music catalogs in 2024 compared to 2023, as well as due to the effect of the restructuring in October 2024 from which time revenue received from private sales and advances is no longer accounted for in under the RoyaltyTraders LLC.
Operating Expenses. For the year ended December 31, 2024, we incurred operating expenses of $914,563. For the year ended December 31, 2023, we incurred operating expenses of $1,407,492. Average monthly expenses decreased between FY 2024 ($76,213) and FY 2023 ($117,291) due to the re-allocation of private catalog and advance sales revenue and expenses from RoyaltyTraders LLC to RT2 LLC after the October 2024 restructuring. While revenue decreased by 24.2% from FY 2023 to FY 2024, operating expenses decreased by 35% in the same period.
For the year ended December 31, 2024 the most significant component of our operating expenses consisted of marketing & sales expenses incurred in connection with sales efforts related to our business of selling music catalogs, advances, and offerings of Royalty Share Units, which comprised approximately 45% of our operating expenses in the year ended December 31, 2024. Marketing & sales expenses comprised approximately a third of our operating expenses in the year ended December 31, 2023. The next largest component at approximately 40% of operating expenses for the year ended December 31, 2024 were contractor payments to our internal team members. Contractor payments were the largest component piece of operating expenses in 2023 at half of operating expenses in 2023. The final component is general & administrative expenses, which were primarily comprised of legal and audit services and made up approximately 15% of operating expenses for the year ended December 31, 2024 and 2023. The company recorded $37,573 in straight line depreciation expense for capitalized software in service on January 1, 2024 and additions placed into service in throughout the 2024 fiscal year through the October 2024 restructuring date, at which time capitalized software and the associated accumulated depreciation was transferred out of the company. The company also recorded $938 in straight line amortization expense for capitalized filing costs placed into service throughout the 2024 fiscal year. The capitalized filing costs have a 3-year useful life. We transferred out of the company the balance of accounts receivable and the associated provision for bad debts as part of the restructuring. There are no receivables associated with company revenue at the 2024 year end. The remainder of operating expenses during the year ended December 31, 2024 were general & administrative expenses, which were primarily comprised of legal and audit services.
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While operating expenses decreased across all expense categories from 2023 to 2024, the largest decrease in operating expenses from 2023 to 2024 was in contractor payments to our internal team members which were lower in 2024 than in 2023 due to the move towards a smaller and more efficient team of personnel as well as the fact that wages were re-allocated to the sister subsidiary of RoyaltyTraders LLC, RT2, starting in October 2024 with the restructuring. Decreases in sales and marketing expenses were due to reduced selling expenses as revenue was less for 2024 compared to 2023. General & administrative expenses decreased in 2024 compared with 2023 due to the fact costs associated with our fundraising were incurred in 2023 and such costs were negligible for 2024.
Interest Expense. For the year ended December 31, 2024, we incurred total interest expense of $203,217 on short term credit and our outstanding promissory notes detailed further below in this section under “Indebtedness”.
For the year ended December 31, 2023, we incurred $179,166 in interest expense on short term credit and our outstanding promissory notes detailed further below in this section under “Indebtedness”.
Net Loss. As a result of the foregoing, we incurred a net loss of $522,309 for the year ended December 31, 2024, as compared to a net loss of $686,087 for the year ended December 31, 2023.
Offerings Summary
A summary of the offerings of Royalty Share Units under all of our offering statements that have closed, and the Sourcing Fees we have earned in connection with those offerings, is set forth below. Additionally, to the extent we have earned Administrative Fees on distributions made to investors in those offerings, that is also set forth in the table below.
| Royalty Share Unit Name | Underlying Asset of Royalty Share Agreement |
Term of Royalty Share Agreement |
Closing Date |
Final Amount Sold |
Sourcing Fee |
Distributions Paid To Holders of Royalty Share Units(1) |
Administrative Fees Earned(1)(2) |
||||||||||||||||
| “Hit The Quan” | “Hit the Quan” Producer’s Share (100%) | Life of the Copyright | February 22, 2022 | $ | 31,200 | $ | 0.00 | $ | 22,912.50 | $ | 2,547.36 | ||||||||||||
| “Chippass” | “Chippass” Record Label’s Share (90%) | Life of the Copyright | October 13, 2022 | $ | 27,750 | $ | 3,827.59 | $ | 9,769.11 | $ | 513.48 | ||||||||||||
| “Fear No More” | “Fear No More” Writer’s Share (40%) | Life of the Copyright | December 22, 2022 | $ | 14,000 | $ | 1,724.00 | $ | 5,461.40 | $ | 285.74 | ||||||||||||
| “Cross Me” | “Cross Me” Writer’s Share (50%) | Life of the Copyright | February 6, 2023 | $ | 12,300 | $ | 1,475.55 | $ | 2,466.84 | $ | 141.42 | ||||||||||||
| “Onyx, Travis Scott, The Notorious B.I.G. & More” | “Onyx, Travis Scott, The Notorious B.I.G. & More” Writer’s Share (excluding public performance) (100%) & Publisher’s Share (100%) | Life of the Copyright | February 2, 2023 | $ | 64,500 | $ | 8,689.66 | $ | 22,424.50 | $ | 1,311.88 | ||||||||||||
| “Young L” | “Young L” Writer’s Share (100%) & Co-Publisher’s Share (100%) | Life of the Copyright | March 14, 2023 | $ | 20,394 | $ | 2,812.97 | $ | 8,591.22 | $ | 454.54 | ||||||||||||
| “Beyonce - Countdown and More” | Beyonce - Countdown and More” Writer’s Share (61%) | Life of the Copyright | May 1, 2023 | $ | 104,400 | $ | 15,693.10 | $ | 25,682.40 | $ | 1,352.36 | ||||||||||||
| “Erik Cain” | “Erik Cain” Sound Recording Owner’s Share (90%) | Life of the Copyright | March 24, 2023 | $ | 29,800 | $ | 3,903.45 | $ | 7,175.84 | $ | 380.29 | ||||||||||||
| “Diggin On You – TLC Version” | “Diggin On You – TLC Version” Sound Recording Owner’s Share (50%) | Life of the Copyright | December 28, 2023 | $ | 22,000 | $ | 0.00 | $ | 290.00 | $ | 15.70 | ||||||||||||
| “Swish Swish” | “Swish Swish” Writer’s Share (100%) & Publisher’s Share (100%) | Life of the Copyright | January 16, 2024 | $ | 36,300 | $ | 5,006.90 | $ | 4,283.40 | $ | 224.33 | ||||||||||||
| “No Scrubs – TLC Version” | “No Scrubs – TLC Version” Sound Recording Owner’s Share (50%) | Life of the Copyright | September 21, 2024 | $ | 78,800 | $ | 0.00 | $ | 7,550.76 | $ | 395.32 | ||||||||||||
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| Royalty Share Unit Name | Underlying Asset of Royalty Share Agreement |
Term of Royalty Share Agreement |
Closing Date |
Final Amount Sold |
Sourcing Fee |
Distributions Paid To Holders of Royalty Share Units(1) |
Administrative Fees Earned(1)(2) |
||||||||||||||||
| “Creep – TLC Version” | “Creep – TLC Version” Sound Recording Owner’s Share (50%) | Life of the Copyright | September 21, 2024 | $ | 41,500 | $ | 0.00 | $ | 1,484.00 | $ | 80.16 | ||||||||||||
| Beyonce – “Countdown” and More (Series 2) | “Beyonce – Countdown and More” Writer’s Share (39%) | Life of the Copyright | September 21, 2024 | $ | 39,300 | $ | 6,820.66 | $ | 1,836.96 | $ | 96.74 | ||||||||||||
| “No Scrubs – TLC Version” (Series 2) | “No Scrubs – TLC Version” Sound Recording Owner’s Share | Life of the Copyright | April 30, 2025 | $ | 4,800 | $ | 0.00 | $ | 2,180.50 | $ | 114.59 | ||||||||||||
| “Creep – TLC Version” (Series 2) | “Creep – TLC Version” Sound Recording Owner’s Share | Life of the Copyright | April 30, 2025 | $ | 3,000 | $ | 0.00 | $ | 35.00 | $ | 1.74 | ||||||||||||
| “Beyonce’s Radio” | “Beyonce’s Radio” Producer’s Share | Life of the Copyright | April 30, 2025 | $ | 9,972 | $ | 3,104.23 | $ | 0.00 | $ | 0.00 | ||||||||||||
| Beyonce – “Countdown” and More (Series 3) | “Beyonce – “Countdown” and More” Writer’s Share | Life of the Copyright | April 30, 2025 | $ | 33,192 | $ | 10,332.50 | $ | 2,331.80 | $ | 122.80 | ||||||||||||
| “Young Thug – Best Friend” | “Best Friend” Writer’s Share | Life of the Copyright | April 30, 2025 | $ | 9,648 | $ | 3,003.37 | $ | 0.00 | $ | 0.00 | ||||||||||||
| Queen “Under Pressure” | “Under Pressure” Producer’s Share | Life of the Copyright | April 30, 2025 | $ | 66,836 | $ | 32,735.64 | $ | 586.72 | $ | 30.86 | ||||||||||||
| Queen “I Want It All” | “I Want It All Producer’s Share | Life of the Copyright | April 30, 2025 | $ | 17,150 | $ | 8,399.81 | $ | 64.89 | $ | 3.37 | ||||||||||||
| Queen “The Show Must Go On” | “The Show Must Go On” Producer’s Share | Life of the Copyright | April 30, 2025 | $ | 12,642 | $ | 6,191.94 | $ | 109.80 | $ | 5.84 | ||||||||||||
| Queen “Bohemian Rhapsody Soundtrack” | “Bohemian Rhapsody Soundtrack” Producer’s Share | Life of the Copyright | April 30, 2025 | $ | 36,652 | $ | 17,951.85 | $ | 416.89 | $ | 21.85 | ||||||||||||
| Queen “A Kind of Magic” | “A Kind of Magic” Producer’s Share | Life of the Copyright | April 30, 2025 | $ | 12,446 | $ | 6,095.86 | $ | 163.41 | $ | 8.59 | ||||||||||||
| “Anything At All – 2024 Version” | “Anything At All – 2024 Version” Sound Recording Owner’s Share | Life of the Copyright | April 30, 2025 | $ | 5,292 | $ | 1,091.74 | $ | 0.00 | $ | 0.00 | ||||||||||||
| “Duran Duran’s Ordinary World” | “Duran Duran’s Ordinary World” Sound Recording Owner’s Share | Life of the Copyright | April 30, 2025 | $ | 16,821 | $ | 3,471.00 | $ | 1,126.80 | $ | 59.24 | ||||||||||||
| “Duran Duran’s Come Undone” | “Duran Duran’s Come Undone” Sound Recording Owner’s Share | Life of the Copyright | April 30, 2025 | $ | 14,931 | $ | 3,081.00 | $ | 162.27 | $ | 8.51 | ||||||||||||
| “Zardonic’s Raise Hell” | “Zardonic’s Raise Hell” Sound Recording Owner’s Share | Life of the Copyright | April 30, 2025 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||||||||
| “Jimmie Allen’s Down Home” | “Jimmie Allen’s Down Home” Sound Recording Owner’s Share | Life of the Copyright | April 30, 2025 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||||||||
| “Jimmie Allen’s Freedom Was A Highway” | “Jimmie Allen’s Freedom Was A Highway” Sound Recording Owner’s Share | Life of the Copyright | April 30, 2025 | $ | 0.00 | $ | 0,00 | $ | 0.00 | $ | 0.00 | ||||||||||||
| “Jimmie Allen’s Best Shot” | “Jimmie Allen’s Best Shot” Sound Recording Owner’s Share | Life of the Copyright | April 30, 2025 | $ | 0.00 | $ | 0,00 | $ | 0.00 | $ | 0.00 | ||||||||||||
| (1) | Represents amounts as of the date of this offering circular. |
| (2) | Administrative fees are 5% for all Offerings aside from “Hit the Quan” which has Administrative fees of 10%. |
We have normal operating expenses as well as planned additional expenses related to infrastructure investment needed to support our business operations. Our company will be responsible for its own operating expenses, as well as certain offering expenses applicable to our offerings of a series of Royalty Share Units.
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Liquidity and Capital Resources
As of June 30, 2025, our company had $55,200 in cash on hand for operations compared to $26,907 on June 30, 2024. On September 27, 2024, our company terminated its Regulation A offering, including all offerings of its Royalty Share Units, as the company’s Regulation A offering was originally qualified on September 28, 2021, and as such, had been open for three years, which is the maximum amount of time that a Regulation A offering can remain open. As such, as of the date of this Offering Circular, the company will not be generating revenues from Sourcing Fees earned in connection with our offerings of Royalty Share Units until such time as this offering statement is qualified, and our company is able to conduct its offerings again. Additionally, as a result of the restructuring, our company is no longer still selling music catalogs and advances to our customers at auctions conducted on our SongVest Platform and earning Administrative Fees in connection with distributions made to investors in the Company’s Royalty Share Units.
Sourcing Fees and Administrative Fees earned to date by our company total approximately $145,413 and $8,109, respectively, through the date of this offering circular. Our company believes it will have sufficient funding from a combination of revenues from its current, alternative SongVest Platform operations, as well as Sourcing Fees and Administrative Fees to satisfy our cash requirements for the next twelve months to implement our plan of operations. If we are not able to obtain sufficient funding from our revenues to implement our plan of operations, we will consider seeking additional financing from outside sources, including debt and/or equity financing opportunities.
These facts and circumstances raise substantial doubt about the Company’s ability to continue as a going concern.
As of June 30, 2025, we had a total of $11,443 of “restricted cash” - which represents various pools of restricted cash including cash received in advance from investors to purchase music royalty streams, royalties received for distribution to purchasers of our Royalty Share Units, and funds due to the company’s affiliate, RT2. The total amount of $11,443 was comprised of music royalties collected but not yet distributed to holders of our Royalty Share Units. As of the year ended December 31, 2024, “restricted cash” was $968,880 on hand with $956,956 of that amount for a “Due to Affiliate” payable to RT2, and $11,919 was due to royalty distributions to our holders of Royalty Share Units. Of the decrease between December 31, 2024 and June 30, 2025 of $957,437, $956,956 is for the payment of the inter-company payable due to RT2 and the remaining $481 decrease is due to the change in royalties collected for and distributed to holders of our Royalty Share Units.
Issuances of Equity
During October 2024, our company assigned all outstanding equity units to SAJA LLC as part of the October 2024 Restructuring.
Indebtedness
During March 2025, our company assigned all outstanding related-party debt and associated accrued interest balances to SAJA LLC as part of the October 2024 Restructuring, apart from the March 27, 2023 promissory note described below.
On March 27, 2023 the company issued a promissory note to a non-affiliate of the company in exchange for a $100,000 loan, the terms of which are set forth in a promissory note issued to this lender by the company. The promissory note originally matured on July 31, 2023 with interest accruing at 10% per annum through July 31, 2023 and then 2% per month through December 31, 2023. The amounts outstanding under the promissory note are secured against our company’s assets, and the holder of the note has a priority interest over other debtors of the company, which requires that the company repay this note prior to repaying any other indebtedness of the company. The balance of the promissory note is still outstanding as of the date of this offering circular. Out of the total accrued interest of $12,000 as of June 30, 2025, $8,000 had been to the lender during the six months ended June 30, 2025. The promissory note was subsequently amended to extend the maturity date to January 31, 2025, and again to December 31, 2025 with the interest rate being set at 2% per month from January 1, 2024 onwards. Subsequent to December 31, 2025, the holder of the promissory note extended the maturity date of the note by six months to June 30, 2026. This extension was not pursuant to a formal amendment to the promissory note agreement. The company intends to use a portion of the proceeds from the TLC offerings of Royalty Share Units to repay this promissory note. A copy of this promissory note and the amendment are filed as exhibits to the offering statement of which this offering circular forms a part. This note is the only outstanding promissory note of the company as of the date of offering circular.
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Plan of Operations & Trend Information
We plan to launch approximately 10 to 15 additional offerings in the next twelve months to fund the purchase of additional Music Royalty Assets.
We intend to generate revenue from the Sourcing Fees that our company earns from sourcing Music Royalty Assets that are purchased using the proceeds of our offerings, and from Administrative Fees earned from the management of royalty streams due to Royalty Share Unit holders pursuant to the applicable Royalty Share Agreements entered into by the company.
We believe that we will receive sufficient funding from a combination of revenues from Sourcing Fees and Administrative Fees to satisfy our cash requirements for the next twelve months to implement the foregoing plan of operations.
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DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
Our company has no direct employees or officers. Our company operates under the direction of our manager and parent-company, SAJA, which is responsible for directing the operations of our business, directing our day-to-day affairs, and implementing our investment strategy.
SAJA is managed by Sean Peace and Alexander Guiva, who were the original founders of our company, and previously served as the managers of our company.
| Name | Position | Age | Term of Office (Beginning) | Approximate hours per week for part-time employees | ||||
| Sean Peace | Manager | 56 | March 2021 | Full-time | ||||
| Alexander Guiva | Manager | 46 | March 2021 | Part-time (10 hours) |
Sean Peace. Mr. Peace created the original SongVest in 2007 to sell royalties as memorabilia. That led to the creation of Royalty Exchange, the first online market to buy and sell music royalties at auction. Having sold Royalty Exchange in 2015, he has been working on implementing his vision to create the first royalty market exchange platform where fans can invest in their favorite artists via SongVest Records. From 2018 to January 2020 he has been CTO of Curbside Kitchen, a SaaS company that schedules food truck services for commercial and residential locations. From May 2011 until December 2015 he served as Founder and President of Royalty Exchange which was sold in 2015 and still operates today. From November 2008 to May 2011, Mr. Peace had various positions including as partner at Group 19 and Schmooze.me where he had leadership positions overseeing sales and marketing. Prior to these two startup companies, Mr. Peace was a partner and consultant at several companies focusing on business development, operations, and strategic alliances. In March 2021, Mr. Peace founded our company together with Mr. Guiva, and has served as its manager since its inception (now indirectly serving as manager of the company through his position as manager of SAJA, which was formed in October 2024). Mr. Peace received his Bachelor of Economics from the University of North Carolina Chapel Hill in 1991.
Alexander Guiva. Mr. Guiva is a co-founder of RoyaltyTraders LLC. Over the last fifteen years, Mr. Guiva has been an investor in the technology, music, food and manufacturing companies in the US and internationally and closed more than 50 M&A transactions. He serves as Chairman of DevelopScripts LLC dba AuctionSoftware.com, a white-label subscription-based digital platform allowing users to organize, manage, and conduct auctions through a centralized medium facilitating business transactions as well as fundraising efforts. Mr. Guiva is an active investor in the music royalty space, as featured in the Forbes magazine, and his portfolio of royalty assets include works by Cardi B, Cage The Elephant, Dire Straits, Willow Smith, Madcon and others. In March 2021, Mr. Guiva founded our company together with Sean Peace, and has served as its manager since its inception (now indirectly serving as manager of the company through his position as manager of SAJA, which was formed in October 2024). Mr. Guiva graduated with a BA in Economics from Lyon College.
There are no family relationships between any manager, director, executive officer, person nominated or chosen to become a director or executive officer or any significant employee.
To the best of our knowledge, none of our manager, directors or executive officers has, during the past five years:
| ● | been convicted in a criminal proceeding (excluding traffic violations and other minor offences); or |
| ● | had any petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing. |
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Responsibilities of our Manager
Our manager will be responsible for directing the operations of our business, directing our day-to-day affairs, and implementing our investment strategy. Such responsibilities will include, but are not limited to, the following:
| ● | Identifying, evaluating, and negotiating Music Royalty Asset acquisitions; |
| ● | managing Music Royalty Assets on behalf of our company and investors in Royalty Share Units; |
The responsibilities of our manager include the following:
Asset-Related Services
| ● | identify, evaluate, and negotiate Music Royalty Asset acquisitions; |
| ● | manage acquired Music Royalty Assets to ensure payments on Royalty Share Units, and coordinate required distributions to Royalty Share Unit holders. | |
| ● | evaluate any potential asset takeover offers from third parties, which may result in asset dispositions, sales or other liquidity transactions; |
| ● | structure and negotiate the terms and conditions of transactions pursuant to which the assets may be sold or otherwise disposed; | |
| ● | determine the Sourcing Fee for each offering. | |
| ● | determine the Administrative Fee (between 0% and 10%) of the amount distributed to Royalty Share Unit holders. |
Services in Connection with the Offering
| ● | develop offering materials, including the determination of its specific terms and structure and description of the specific Music Royalty Asset; |
| ● | create and submit all necessary regulatory filings, including, but not limited to, Commission filings and financial audits, and coordinate with our broker-dealer, lawyers and accountants as necessary in such processes; |
| ● | prepare all marketing materials related to this offering; |
| ● | together with our broker-dealer, coordinate the processing and acceptance of subscription agreements and other administrative support functions; |
| ● | create and implement various technology services, transactional services and electronic communications related to this offering, including management of the SongVest Platform; |
| ● | all other necessary offering-related services; |
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Investor Relations Services
| ● | provide any appropriate updates related to investors in Royalty Share Units related to certain Music Royalty Assets electronically or through the SongVest Platform or otherwise; |
| ● | manage communications with Royalty Share Unit holders, including answering e-mails and preparing and sending written and electronic reports and other communications; |
| ● | establish technology infrastructure to assist in providing interest holder support and services; |
| ● | maintain accounts for the benefit of the company; |
Administrative Services
| ● | manage and perform the various administrative functions necessary for our day-to-day operations, either directly, or through affiliates; |
| ● | provide financial and operational planning services to our company; |
| ● | maintain accounting data and any other information concerning our activities as will be required to prepare and to file all periodic financial reports and required to be filed with the Commission and any other regulatory agency, including annual and semi-annual financial statements; |
| ● | maintain all appropriate books and records for our company; |
| ● | obtain and update market research and economic and statistical data in connection with our Music Royalty Assets; |
| ● | oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; |
| ● | supervise the performance of such ministerial and administrative functions as may be necessary in connection with our daily operations; |
| ● | provide all necessary cash management services; |
| ● | manage and coordinate with the transfer agent, if any, the process of making distributions and payments to Royalty Share Unit holders or the transfer or resale of Royalty Share Units as may be permitted by law; |
| ● | evaluate and obtain adequate insurance coverage for the Music Royalty Asset based upon risk management determinations; |
| ● | provide timely updates related to the overall regulatory environment affecting our company, as well as managing compliance with regulatory matters; |
| ● | evaluate our corporate governance structure and appropriate policies and procedures related thereto; and |
| ● | oversee all reporting, recordkeeping, internal controls and similar matters in a manner to allow us to comply with applicable law. |
Compensation of the Manager
The company does not intend to compensate the manager for its services as the company’s manager. For the avoidance of doubt, our company will retain all Administrative and Sourcing Fees earned.
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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
For the year ended December 31, 2025, our company did not compensate our manager. The company does not intend to compensate the manager for its services as the company’s manager. For the avoidance of doubt, our company will retain all Administrative and Sourcing Fees earned.
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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS
The following table sets forth information regarding beneficial ownership of our company’s management, directors, and holders of 10% or more of any class of our voting securities as of March 4, 2026.
| Title of class | Name and address of beneficial owner |
Amount and nature of beneficial ownership |
Amount and nature of beneficial ownership acquirable |
Percent of total voting power1 |
||||||||||
| -1 | SAJA LLC, 1053 East Whitaker Mill Rd., Suite 115, Raleigh, NC 276042 | 100 | %1 | 100 | % | |||||||||
| 1 | The company’s amended and restated limited liability company agreement does not authorize limited liability company interests. Rather, SAJA LLC is listed as the company’s sole member and manager with full control over the management of the company. |
| 2 | SAJA is owned and controlled by Sean Peace (who holds 75.4% of the voting power in SAJA) and Alex Guiva (who holds approximately 13.7% of the voting power of SAJA. |
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INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
Contribution And Exchange Agreement
On October 17, 2024, in connection with the October 2024 restructuring, Sean Peace entered into a Contribution and Exchange Agreement with SAJA, pursuant to which Mr. Peace agreed to issue all of his membership interests in our company, comprised of 20,100 Series A Units and 1,800,000 Common Units, in exchange for 20,100 Series A Units and 1,800,000 Common Units of SAJA. A copy of this agreement is filed as an exhibit to the offering statement of which this offering circular forms a part.
On October 17, 2024, in connection with the October 2024 restructuring, Alex Guiva entered into a Contribution and Exchange Agreement with SAJA, pursuant to which Mr. Guiva agreed to issue all of his membership interests in our company, comprised of 250,000 Series A Units and 116,060 Common Units, in exchange for 250,000 Series A Units and 116,060 Common Units of SAJA. A copy of this agreement is filed as an exhibit to the offering statement of which this offering circular forms a part.
Asset Transfer Agreement with RT2
On October 17, 2024, in connection with the October 2024 restructuring, we entered into an Asset Transfer Agreement with our affiliate, RT2, as well as our parent company and manager, SAJA, pursuant to which our company transferred to RT2 all of its right, title and interest to the assets of the company that relate to the SongVest Platform. As a result of this transaction, RT2 became the owner and operator of the SongVest Platform.
A copy of this agreement is filed as an exhibit to the offering statement of which this offering circular forms a part.
Services Agreement with RT2
On October 11, 2024, we entered into a services agreement (the “Services Agreement”) with our affiliate, RT2, which owns and operates the SongVest Platform. Pursuant to the Services Agreement, RT2 agreed to provide staff, technology, administration and marketing/sales support functions to our company as necessary to carry out our intended business of acquiring Music Royalty Assets and offering and selling Royalty Share Units related to those Music Royalty Assets. In particular, RT2 agreed to allow our company to utilize the SongVest Platform to market and conduct its offerings of Royalty Share Units. In consideration for the services to be provided by RT2, our company agreed to pay to RT2, on a monthly basis, twenty percent (20%) of monthly net income earned by our company (which will earned solely from Sourcing Fees and Administrative fees). For the avoidance of doubt, payments to RT2 under the Services Agreement are not considered offering expenses”
The Services Agreement has an unlimited term, and may be terminated at any time by the mutual written agreement of the parties.
A copy of the Services Agreement is filed as an exhibit to the offering statement of which this offering circular forms a part.
Royalty Share Agreements with Related Parties
The “Duran Duran’s Ordinary World” and “Duran Duran’s Come Undone” Royalty Share Agreements described elsewhere in this offering circular are each between our company and Alex Guiva, a member of our manager, who is the seller of the rights under these agreements.
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The following Royalty Share Agreements are between the company and Sean Peace, a member of our manager, who is the seller of the rights under these agreements:
| ● | Kenny G. & Luther Vandross - Vol. 1 Royalty Share Agreement | |
| ● | Michael Bolton – Vol. 1 Royalty Share Agreement | |
| ● | Michael Bolton – Vol. 2 Royalty Share Agreement | |
| ● | Mariah Carey – “Without You” Royalty Share Agreement | |
| ● | Mariah Carey – “Hero” Royalty Share Agreement | |
| ● | Mariah Carey – “One Sweet Day” Royalty Share Agreement | |
| ● | Mariah Carey – “Love Takes Time” Royalty Share Agreement | |
| ● | Mariah Carey – Vol. 1 Royalty Share Agreement |
Each of these agreements is filed as an exhibit to the offering statement of which this offering circular forms a part.
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The following is a summary of the principal terms of, and is qualified by reference to, the subscription agreement, attached hereto as Exhibit 4, relating to the purchase of the Royalty Share Units offered hereby. This summary is qualified in its entirety by reference to the detailed provisions of that agreement, which should be reviewed in their entirety by each prospective investor. In the event that the provisions of this summary differ from the provisions of the subscription agreements, the provisions of the subscription agreement shall apply.
General
Our company is offering Royalty Share Units corresponding to specific Music Royalty Assets of our company. Our company has acquired the option to purchase the rights to the Music Royalty Assets by entering into Royalty Share Agreements with the underlying royalty holders. The Royalty Share Agreements are structured as a purchase option agreement, which gives us the right, but not the obligation, to purchase a specific Music Royalty Asset subject to the agreement through the proceeds of the series offering related to that Royalty Share Agreement. Once the company has received sufficient proceeds from an offering of its Series of Royalty Share Units, it will exercise the option, and purchase the Music Royalty Asset pursuant to the applicable Royalty Share Agreement. The Royalty Share Units provide investors with the pro rata right to cash flow generated pursuant to the Royalty Share Agreements, following the deduction of Administrative Fees by our company. The number of Royalty Share Units per Music Royalty Asset is fixed, and is identified on the “Royalty Share Unit Offering Table” above.
Electronic Issuance
All Royalty Share Units will be issued in electronic form only, and will be maintained through the SongVest Platform.
Minimum Purchase Amount
Investments may be made in denominations of $10 and integral multiples of $10.
Distributions to Holders of Royalty Share Units
As stated above, the Royalty Share Units provide investors with the pro rata right to cash flow (consisting of music royalties) generated pursuant to a particular Royalty Share Agreement, following the deduction of Administrative Fees (as described below) by our company.
As royalties are paid to our company pursuant to a Royalty Share Agreement, we will place all those royalties in a designated bank account. Each calendar quarter, all royalties received by our company pursuant to that Royalty Share Agreement will be distributed to the applicable Royalty Share Unitholders who are holding Royalty Share Units at the time of the distribution, after deducting the Administrative Fee. Administrative Fees will only be deducted from distributions actually made to holders of Royalty Share Units in a particular quarter—and if there are no royalty payments paid, no Administrative Fees will be received by our company in that particular quarter.
In some instances, an artist’s royalty payments may be made more or less frequently than quarterly. If multiple royalty payments are made in a single quarter, the company will accrue those royalty payments, and we will make one single distribution to Royalty Share Unitholders (minus our Administrative Fee) at the end of the calendar quarter in which those payments were received. Conversely, if royalty payments are made less frequently than quarterly (for example, bi-annually), then there will be no distributions made until the calendar quarter the royalty payment is received.
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By way of example: Artist X is the creator of a number of songs for which Artist X owns the royalties. BMI pays Artist X royalties on a quarterly basis, and Artist X receives approximately $10,000 in royalty payments per quarter resulting from proceeds generated from his music catalog. In February 2026, we enter into a Royalty Share Agreement with Artist X pursuant to which we agree to purchase Artist X’s song catalog. After consummating such purchase, our company is entitled to receive those quarterly royalty payments from BMI. Investors are invited to purchase Royalty Share Units in the Artist X Royalty Share Agreement, entitling them to a portion of the royalty payments paid by BMI to our company. At the end of the quarter (March 31, 2026), $5,000 in royalties are paid to our company by BMI. Those funds are deposited into a designated bank account for the benefit of the Artist X Royalty Share Unitholders and will remain there until distributed to the Artist X Royalty Share Unitholders (maximum of 45 days after March 31, 2026). On the day the $5,000 is distributed, each Artist X Royalty Share Unitholder will receive his or her pro rata share of the $5,000 based on number of shares owned, minus a 10% Administrative Fee – i.e., $4,500. If there are 100 Artist X Royalty Share Units, and 10 investors each have 10 units, then each share would receive $50 minus 10% ($5) or $45. Each investor at 10 units would receive $450 in total.
Expected Rate of Return
There is no expected rate of return for the Royalty Share Units because of the variable nature of the royalty payments.
Obligation to Make Payments
We will be obligated to make payments to holders of Royalty Share Units only if, and to the extent, we receive royalty payments on the corresponding Royalty Share Agreement.
Timing of Royalty Payments
Our company expects to make payments to Royalty Share Unit holders on a quarterly basis within 45 days of the end of every calendar quarter.
Administrative Fee
Prior to payments being made to Royalty Share Unit holders, our company will deduct a certain percentage of the total amount of royalties received from the Music Royalty Asset for that quarterly period to be distributed to the Royalty Share Unit holders of our series. Our company will then distribute the net amount pro rata to the holders of the Royalty Share Units. Our company will determine and set the Administrative Fee for each series of Royalty Share Unit holders, which in no case will exceed 10%. Administrative fees will only be deducted from distributions actually made to holders of Royalty Share Units in a particular quarter. If there are no royalty payments paid to holders of Royalty Share Units, no Administrative Fees will be received by our company in that particular quarter.
Term of the Royalty Share Units
The term of the Royalty Share Units will be consistent with the term of the underlying Royalty Share Agreement. Terms can be as long as 20 to 40 years for acquired royalty rights, or as short as 3 to 10 years for an advance on the royalties.
Final Payment Date
The date our obligation to make payments on a series of Royalty Share Units terminates, unless otherwise extended. The final payment date for each series of Royalty Share Units corresponds to the end date of the corresponding Royalty Share Agreement.
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No Security Interest
The Royalty Share Units will be unsecured obligations of our company. In the event the company fails, investors may have difficulty recovering royalties directly from the royalty holder in the event of default by our company.
In the event of a bankruptcy or similar proceeding of our company, the relative rights of the holder of the Royalty Share Units as compared to the holders of unsecured indebtedness of our company are uncertain. If we were to become subject to a bankruptcy or similar proceeding, the holder of our Royalty Share Units will have an unsecured claim against us that may or may not be limited in recovery to the corresponding Royalty Share Agreement.
Exclusive Jurisdiction
Pursuant to our subscription agreement, any dispute in relation to the subscription agreement not arising under federal securities laws is subject to the exclusive jurisdiction of a court of the State of North Carolina, and each investor will covenant and agree not to bring any such claim in any other venue. If a holder of the Royalty Share Units were to bring a claim against our company or our manager pursuant to the subscription agreement, it would have to do so in a court of competent jurisdiction in North Carolina.
We believe the provision benefits us by providing increased consistency in the application of North Carolina law in the types of lawsuits to which it applies and in limiting our litigation costs, the forum selection provision may limit investors’ ability to bring claims in judicial forums that they find favorable to such disputes and may discourage lawsuits with respect to such claims. Our company has adopted the provision to limit the time and expense incurred by its management to challenge any such claims. As a company with a small management team, this provision allows its officers to not lose a significant amount of time travelling to any particular forum so they may continue to focus on operations of our company.
Waiver of Right to Trial by Jury
Our subscription agreement provides that each investor waives the right to a jury trial for any claim they may have against us arising out of, or relating to, the subscription agreement and any transaction arising under that agreement, which could include claims under federal securities law. By subscribing to this offering, the investor warrants that the investor has reviewed this waiver, and knowingly and voluntarily waives his or her jury trial rights. If we opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable given the facts and circumstances of that case in accordance with applicable case law.
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ONGOING REPORTING AND SUPPLEMENTS TO THIS OFFERING CIRCULAR
The company will be required to make annual and semi-annual filings with the SEC. The company will make annual filings on Form 1-K, which will be due by the end of April each year and will include audited financial statements for the previous fiscal year. The company will make semi-annual filings on Form 1-SA, which will be due by September 28 each year, which will include unaudited financial statements for the six months to June 30. The company will also file a Form 1-U to announce important events such as the loss of a senior officer, a change in auditors, or certain types of capital-raising. The company will be required to keep making these reports unless it files a Form 1-Z to exit the reporting system, which it will only be able to do if it has less than 300 securityholders of record and have filed at least one Form 1-K.
At least every 12 months, the company will file a post-qualification amendment to the offering Statement of which this Offering Circular forms a part, to include the company’s recent financial statements.
The company may supplement the information in this Offering Circular by filing a Supplement with the SEC.
All these filings will be available on the SEC’s EDGAR filing system. You should read all the available information before investing.
Relaxed Ongoing Reporting Requirements
If the company becomes a public reporting company in the future, it will be required to publicly report on an ongoing basis as an “emerging growth company” (as defined in the Jumpstart Our Business Startups Act of 2012, which the company refers to as the JOBS Act) under the reporting rules set forth under the Exchange Act. For so long as the company remains an “emerging growth company,” the company may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not “emerging growth companies,” including but not limited to:
| ● | not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; | |
| ● | taking advantage of extensions of time to comply with certain new or revised financial accounting standards; | |
| ● | being permitted to comply with reduced disclosure obligations regarding executive compensation in the company’s periodic reports and proxy statements; and | |
| ● | being exempt from the requirement to hold a non-binding advisory vote on executive compensation and interest holder approval of any golden parachute payments not previously approved. |
If the company becomes a public reporting company in the future, the company expects to take advantage of these reporting exemptions until it is no longer an emerging growth company. The company would remain an “emerging growth company” for up to five years, although if the market value of its Common Stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time, the company would cease to be an “emerging growth company” as of the following December 31.
If the company does not become a public reporting company under the Exchange Act for any reason, the company will be required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. The ongoing reporting requirements under Regulation A are more relaxed than for “emerging growth companies” under the Exchange Act. The differences include, but are not limited to, being required to file only annual and semi-annual reports, rather than annual and quarterly reports. Annual reports are due within 120 calendar days after the end of the issuer’s fiscal year, and semi-annual reports are due within 90 calendar days after the end of the first six months of the issuer’s fiscal year.
In either case, the company will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not “emerging growth companies,” and its securityholders could receive less information than they might expect to receive from more mature public companies.
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FINANCIAL
STATEMENTS OF
ROYALTYTRADERS LLC
F-1
INDEX TO FINANCIAL STATEMENTS
| Page No. | ||
| Independent Auditor’s Report | F-3 – F-4 | |
| Balance Sheets | F-5 | |
| Statements of Operations | F-6 | |
| Statements of Changes in Members’ Deficit | F-7 | |
| Statements of Cash Flows | F-8 | |
| Notes to Financial Statements | F-9 – F-17 |
F-2
To the Members of
RoyaltyTraders, LLC
d/b/a SongVest
Raleigh, North Carolina
Opinion
We have audited the accompanying financial statements of RoyaltyTraders, LLC (a Delaware limited liability company) d/b/a SongVest (the “Company”), which comprise the balance sheets as of December 31, 2024 and 2023, and the related statements of operations, changes in members’ equity (deficit), and cash flows for the years then ended, and the related notes to the financial statements.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 11 to the financial statements, the Company reported net losses during the years ended December 31, 2024 and 2023, and reported negative cash flow from operations during the years ended December 31, 2024 and 2023, and as such, substantial doubt exists about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding those matters are also described in Note 11. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to that matter.
Emphasis of Matter
As discussed in Note 2, the Company underwent an organizational restructuring in October 2024. As a result of the restructuring, the Company became the wholly-owned subsidiary of SAJA, LLC, and assigned certain rights related to its SongVest Platform to RT2, LLC, a wholly-owned subsidiary of SAJA, LLC. The accompanying financial statements have been prepared to reflect revenues and expenses of RoyaltyTraders, LLC, as well as allocations deemed reasonable by management to present results of operations, financial position and cash flows of RoyaltyTraders, LLC on a standalone basis. Our Opinion is not modified with respect to this matter.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.
F-3
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance with generally accepted auditing standards, we:
| ● | Exercise professional judgment and maintain professional skepticism throughout the audit. |
| ● | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. |
| ● | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed. |
| ● | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. |
| ● | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.
/s/ Cherry Bekaert, LLP
We have served as the Company’s auditor since 2024.
Nashville, Tennessee
January 28, 2026
F-4
RoyaltyTraders, LLC
d/b/a SongVest
Balance Sheets
December 31, 2024 and 2023
| 2024 | 2023 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | 40,870 | $ | - | ||||
| Restricted cash | 968,880 | 196,029 | ||||||
| Accounts receivable, net | - | 88,558 | ||||||
| Music royalty advances | - | 82,999 | ||||||
| Royalty rights, net | 44,663 | 55,798 | ||||||
| Total current assets | 1,054,413 | 423,384 | ||||||
| Capitalized filing costs, net | 67,562 | - | ||||||
| Software - website development, net – discontinued ops | - | 61,056 | ||||||
| Total assets | $ | 1,121,975 | $ | 484,440 | ||||
| LIABILITIES AND MEMBER’S DEFICIT | ||||||||
| Current liabilities | ||||||||
| Checks issued in excess of available funds | $ | - | $ | 2,571 | ||||
| Accounts payable | 44,711 | 144,762 | ||||||
| Accounts payable - related parties | - | 11,579 | ||||||
| Escrow payable | 11,919 | 196,029 | ||||||
| Due to Affiliate | 956,956 | - | ||||||
| Accrued interest and other accrued expenses | 395,095 | 250,695 | ||||||
| Warrant liability | - | 3,085 | ||||||
| Due to related parties, current maturities | 827,000 | 550,000 | ||||||
| Current portion of note payable, investor | 100,000 | 100,000 | ||||||
| Total current liabilities | 2,335,681 | 1,258,721 | ||||||
| Due to related parties, less current maturities | 500,000 | 399,394 | ||||||
| Simple agreement for future equity | - | 123,505 | ||||||
| Total liabilities | 2,835,681 | 1,781,620 | ||||||
| Member’s deficit | (1,713,706 | ) | (1,297,180 | ) | ||||
| Total liabilities and member’s deficit | $ | 1,121,975 | $ | 484,440 | ||||
The accompanying notes are an integral part of these financial statements.
F-5
d/b/a SongVest
Statements of Operations
For the Years Ended December 31, 2024 and 2023
| 2024 | 2023 | |||||||
| Revenues | $ | 713,735 | $ | 941,442 | ||||
| Cost of sales | 121,349 | 44,571 | ||||||
| Gross profit | 592,386 | 896,871 | ||||||
| Operating expenses | 914,563 | 1,407,492 | ||||||
| Loss from operations | (322,177 | ) | (510,621 | ) | ||||
| Other expenses | ||||||||
| Interest expense | (203,217 | ) | (179,166 | ) | ||||
| Change in fair value of warrant liability | 3,085 | 3,700 | ||||||
| Total other expense, net | (200,132 | ) | (175,466 | ) | ||||
| Net loss | $ | (522,309 | ) | $ | (686,087 | ) | ||
The accompanying notes are an integral part of these financial statements.
F-6
RoyaltyTraders, LLC
d/b/a SongVest
Statements of Changes in Members’ Deficit
December 31, 2024 and December 31, 2023
| Balance, January 1, 2023 | $ | (641,093 | ) | |
| Capital contributions | 30,000 | |||
| Net loss | (686,087 | ) | ||
| Balance, December 31, 2023 | (1,297,180 | ) | ||
| Warrant exercise | 1,161 | |||
| Net of assets assigned and liabilities assumed (Note 2) | 104,622 | |||
| Net loss | (522,309 | ) | ||
| Balance, December 31, 2024 | $ | (1,713,706 | ) |
The accompanying notes are an integral part of these financial statements.
F-7
RoyaltyTraders, LLC
d/b/a SongVest
Statements of Cash Flows
For the Years Ended December 31, 2024 and 2023
| 2024 | 2023 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | (522,309 | ) | $ | (686,087 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Accretion of debt discount | - | 4,182 | ||||||
| Depreciation | 50,226 | 47,015 | ||||||
| Royalty rights amortization | 11,135 | 44,202 | ||||||
| Change in fair value of warrant liability | (4,246 | ) | (3,700 | ) | ||||
| Change in discount on loan | 606 | - | ||||||
| Changes in operating assets and liabilities, net of effect of transfer | ||||||||
| Accounts receivable | (95,455 | ) | (72,806 | ) | ||||
| Checks in excess | (2,571 | ) | - | |||||
| Music royalty advances | 1,449 | 2,125 | ||||||
| Accounts payable | 544,646 | 67,697 | ||||||
| Accounts payable – related party | - | (10,379 | ) | |||||
| Escrow payable | 379,928 | (286,511 | ) | |||||
| Accrued interest and other | 145,561 | 178,592 | ||||||
| Net cash used in operating activities – continuing operations | 508,970 | (715,670 | ) | |||||
| Cash flows from investing activities | ||||||||
| Payments for software and website development | (4,910 | ) | (5,814 | ) | ||||
| Payments for capitalized filing costs | (68,500 | ) | - | |||||
| Royalty rights acquired | - | (100,000 | ) | |||||
| Net cash used in investing activities – continuing operations | (73,410 | ) | (105,814 | ) | ||||
| Cash flows from financing activities | ||||||||
| Checks issued in excess of available funds | - | 2,571 | ||||||
| Capital contributions | - | 30,000 | ||||||
| Proceeds from debt issued | - | 100,000 | ||||||
| Proceeds from line-of-credit from related party | - | 50,000 | ||||||
| Proceeds from debt issued from related party | 377,000 | 250,000 | ||||||
| Proceeds from exercise of warrants | 1,161 | - | ||||||
| Proceeds from simple agreement for future equity | - | 28,974 | ||||||
| Net cash provided by financing activities – continuing operations | 378,161 | 461,545 | ||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 813,721 | (359,939 | ) | |||||
| Cash, cash equivalents and restricted cash, beginning of year | 196,029 | 555,968 | ||||||
| Cash, cash equivalents and restricted cash, end of year | $ | 1,009,750 | $ | 196,029 | ||||
| Cash, cash equivalents and restricted cash consisted of the following: | ||||||||
| Cash | $ | 40,870 | $ | - | ||||
| Restricted cash | 968,880 | 196,029 | ||||||
| $ | 1,009,750 | $ | 196,029 | |||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid during the year for interest | $ | 57,215 | $ | 11,763 | ||||
| Supplemental schedule of noncash investing and financing activities | ||||||||
| Warrant allocation | $ | - | $ | 618 | ||||
| Assets assumed by to related party | 282,241 | - | ||||||
| Liabilities assumed by related party | (1,343,819 | ) | - | |||||
| Due to related party | 956,956 | - | ||||||
The accompanying notes are an integral part of these financial statements.
F-8
RoyaltyTraders, LLC
d/b/a SongVest
Notes to Financial Statements
For the Years Ended December 31, 2024 and 2023
| 1. | NATURE OF OPERATIONS |
RoyaltyTraders LLC d/b/a SongVest (the “Company”) acts as a marketplace connecting buyers and sellers of music royalties. The marketplace provides an opportunity for the owners of music rights to monetize their future royalty streams. The Company packages and brokers royalty income streams into royalty unit offerings that are sold to investors as royalty shares. The Company charges a fee for the sourcing services and will also generate income by charging a service fee for managing and distributing certain brokered royalty payments to the royalty unit holders.
On October 11, 2024, the Company executed a Contribution and Exchange Agreement (“Contribution Agreement”) with SAJA LLC, a Delaware limited liability company (“SAJA”), pursuant to which, the holders of RoyaltyTraders LLC common and preferred stock exchanged their interests in the Company for identical interests in SAJA. In connection with the Contribution Agreement, the Company became the wholly-owned subsidiary of SAJA.
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Use of estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
Cash and cash equivalents
The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. The balances are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. The Company may maintain cash balances in excess of FDIC coverage. Management considers this a normal business risk.
Restricted cash
The restricted cash balance represents various pools of restricted cash including cash received in advance from investors to purchase music royalty streams, royalties received for distribution to purchasers of music royalty streams, and funds due to the Company’s affiliate. The restricted cash will be held in escrow until the closing date of the royalty shares, the release of royalties to purchasers, or as required by agreement with the affiliate, depending on the source of the restricted cash. The amount of restricted cash is offset with escrow payable and due to affiliate liabilities.
Accounts receivable
Accounts receivable are stated at the amount management expects to collect on balances outstanding at year end. Accounts receivable are generally collected within 30 days of closing and are recorded net of the allowance for expected credit losses. The estimate of the allowance for expected credit losses is based on an analysis of historical loss experience, current receivables aging, and management’s assessment of current conditions and reasonable and supportable expectation of future conditions, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible. The allowance for expected credit losses was $0 and $25,445 at December 31, 2024 and 2023, respectively.
F-9
RoyaltyTraders, LLC
d/b/a SongVest
Notes to Financial Statements
For the Years Ended December 31, 2024 and 2023
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Royalty rights
In 2023, the Company purchased music royalties to be resold and distributed on the Company’s SongShares site. The Company recorded the royalty rights at cost of $100,000. As the Company sells the music royalties it records a proportionate amount of the acquired rights to cost of sales in the statements of operations. As of December 31, 2024, total remaining rights equaled $44,630 held available for sale.
Software - website development
Website development is recorded at cost and was placed into service in January 2022. Amortization of this asset commenced once the website was placed into service over the useful life of 3 years. Continuous improvements and substantive additions are made to the website resulting in additional costs capitalized.
Multi-year registration costs
The Company must renew its Regulation A+ filing with the SEC and FINRA everything 3 years and capitalized the legal expense of doing so at cost. The asset was placed into service in December 2024 upon submission of the filing. Amortization of this asset commenced at the time it was placed into service over the useful life of 3 years. Unamortized filing fees of $67,652 and $0 were included on the accompanying balance sheet as of December 31, 2024 and 2023.
Leases
The Company leased an office space and residential apartment until October 3, 2024 when the leases were transferred to SAJA LLC as part of the restructuring referenced below is this note. Prior to that date, these leases were recorded as short-term rentals. The determination of whether an arrangement is a lease is made at lease inception. Under FASB Accounting Standards Codification Topic 842, Leases, a contract is (or contains) a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control is defined under the standards as having both the right to obtain substantially all of the economic benefits from use of the asset and the right to direct the use of the asset. Management only reassesses its determination if the terms and conditions of the contract are changed.
Warrant liability
The Company classifies warrants to purchase shares of its common units as a liability on its balance sheets when the warrant settlement features do not meet the indexation guidance and are not a fixed for fixed settlement arrangement. Warrant liabilities are classified in the balance sheet as a current liability based on the holder having rights to convert at any time. All outstanding warrants were exercised in May 2024 at a total exercise price of $1,161 for 116,060 common units. The warrant cost plus the remaining fair value of the warrants were recorded to equity at the time of the conversion. As of May 2024, there are no longer any warrants outstanding.
Revenue recognition
The Company recognizes brokered sourcing fee revenue at a point in time upon the closing settlement date for each music royalty asset transaction brokered. Service fee revenue is recognized over time as the services are performed. Revenue is recorded at the amounts the Company expects to receive. Incremental costs in obtaining a contract are expensed as incurred.
F-10
RoyaltyTraders, LLC
d/b/a SongVest
Notes to Financial Statements
For the Years Ended December 31, 2024 and 2023
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Income taxes
The Member of the Company has elected to be treated as an LLC and taxed as a partnership under provisions of the Internal Revenue Code which provide that in lieu of corporation income taxes, the Member is taxed on the Company’s taxable income.
The Company has evaluated its tax positions, expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings and believes that no provision for income taxes is necessary, at this time, to cover any uncertain tax positions.
Advertising
The Company expenses advertising costs as incurred which totaled $40,088 and $108,183 for the years ended December 31, 2024 and 2023, respectively.
Restructuring
In October 2024, the Company underwent a restructuring (“October 2024 Restructuring”), whereby the Company, through a series of transactions, became a wholly-owned subsidiary of SAJA, and certain aspects of our operations – primarily, the ownership and operation of the SongVest Platform – were distributed to SAJA and SAJA transferred the related assets and liabilities to a newly-formed sister entity, RT2 LLC (“RT2”), which is also a wholly-owned subsidiary of SAJA.
In connection with the October 2024 Restructuring, all shareholders of RoyaltyTraders LLC entered into a contribution and exchange agreement with SAJA, pursuant to which all the holders of common and preferred stock exchanged their interests in RoyaltyTraders LLC for identical interests in SAJA, whereby SAJA became the sole member of RoyaltyTraders LLC.
Also in connection with the October 2024 Restructuring, the Company entered into an assignment and assumption agreement with RT2 and SAJA, pursuant to which SAJA assigned certain assets of the Company, primarily related to the SongVest Platform, to RT2. In connection therewith, SAJA and RT2 assumed certain liabilities of the Company, primarily related to the SongVest Platform. As a result of this series of transactions, RT2 became the owner and operator of the SongVest Platform. The Company entered into a services agreement with RT2, pursuant to the which RT2 agreed to provide staff, technology, administration and marketing/sales support functions to the Company as necessary to carry out the Company’s business plan. In particular, RT2 agreed to allow the Company to utilize the SongVest Platform to market and conduct its offerings of Royalty Share Units. In consideration for the services to be provided by RT2, the Company agreed to pay to RT2, on a monthly basis, twenty percent (20%) of monthly net income earned by the Company.
The following is a summary of assets distributed and liabilities assumed by SAJA and RT2 in connection with the October 2024 Restructuring:
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F-11
RoyaltyTraders, LLC
d/b/a SongVest
Notes to Financial Statements
For the Years Ended December 31, 2024 and 2023
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
| Assets Distributed | ||||
| Accounts receivable, net | 184,013 | |||
| Royalty music advances | 81,550 | |||
| Capital software, net | 16,678 | |||
| Due to related party | 956,956 | * | ||
| Total transferred assets | 1,239,197 | |||
| Liabilities Assumed | ||||
| Accounts payable | (656,276 | ) | ||
| Escrow payable | (564,038 | ) | ||
| SAFE | (123,505 | ) | ||
| Total liabilities | (1,343,819 | ) | ||
| $ | (104,622 | ) | ||
| * | Remained due to SAJA as of December 31, 2024. The balance due to SAJA and corresponding restricted cash is included on the accompanying Balance Sheets. |
| 3. | ALLOWANCE FOR CREDIT LOSSES |
The Company had the following activity related to its allowance for expected credit losses for the years ended December 31, 2024 and 2023:
| 2024 | 2023 | |||||||
| Beginning balance | $ | 25,445 | $ | 15,000 | ||||
| Provision for expected credit losses | - | 10,445 | ||||||
| Transfer of A/R and allowance to RT2 LLC | (25,445 | ) | ||||||
| $ | - | $ | 25,445 | |||||
| 4. | MUSIC ROYALTY ADVANCES |
Management periodically will receive requests from a music royalty holder asking for an advance on upcoming music royalty closings that are brokered by the Company and will be settled in the near term. The Company will issue advances to these holders as a non-interest bearing receivable that will be repaid with upcoming closing proceeds. The collateral on these advances are the music royalties that are cataloged and offered for sale to music investors. Management periodically reviews the list of outstanding advances and records an impairment on any advances that are deemed not collectible. There was no impairment recorded as of December 31, 2024 and ownership of the assets was transferred to RT2 during the year.
F-12
RoyaltyTraders, LLC
d/b/a SongVest
Notes to Financial Statements
For the Years Ended December 31, 2024 and 2023
| 5. | PROPERTY AND EQUIPMENT |
During 2021, the Company developed a website to allow easy access to review available music royalties and allow investors to scan the available music offerings and make applications for investment. The website went live in January 2022 at which time the asset was placed in service to be amortized over the estimated useful life of three years. Additional development costs are capitalized and maintenance costs are expensed as incurred.
Property and equipment consisted of the following:
| 2024 | 2023 | |||||||
| Software - website development capitalized | $ | - | $ | 144,270 | ||||
| Software - accumulated depreciation | - | (83,214 | ) | |||||
| Filing costs - 3 year capitalized | 68,500 | - | ||||||
| Filing costs - amortization | (938 | ) | - | |||||
| $ | 67,562 | $ | 61,056 | |||||
Depreciation expense on software - website totaled $36,573 and $47,015 and amortization expense on filing costs totaled $938 and $0 for the years ended December 31, 2024 and 2023, respectively.
| 6. | NOTE PAYABLE |
In March 2023, the Company completed placement of a $100,000 promissory note with an investor. The promissory note bore interest at 10% through the maturity date of July 31, 2023 and 2% for each month after the maturity date through December 31, 2023. The promissory note was subsequently extended through January 31, 2025 and again through December 31, 2025, with monthly extension payments of $2,000 and one balloon payment on the date of maturity. During 2024, the Company recognized $24,000 in interest costs.
| 7. | RELATED PARTY TRANSACTIONS |
In November 2021, the Company completed placement of a $300,000 convertible promissory note and issuance of a warrant to purchase common units with a related party that is also an owner in the Company. The Company allocated $1,400 to the fair value of the warrant resulting in a discount on the promissory note of the same amount. In March 2022, the Company increased the size of the warrants and allocated $3,111 to the fair value of the revised warrants resulting in an additional discount on the promissory note of the same amount. As of May 2024, all outstanding warrants were exercised for $1,161 and the related debt agreement was modified to remove the possibility of future warrants from being issued.
The convertible note bears interest at 12.5% and matures on November 23, 2024. The holder of the note may convert the principal value of the note and all accrued unpaid interest into units of the Company at the stated conversion ratio of $1 for each Class A unit. The conversion ratio is subject to possible adjustment upon the occurrence of certain specified events, including, but not limited to, the issuance of any other convertible notes and equity certificates that have rights, preferences or privileges differing from the current note. An automatic conversion will occur if a qualified financing event occurs before or prior to the maturity date. Conversion had not occurred as of March 2025 when the note was transferred to SAJA.
F-13
RoyaltyTraders, LLC
d/b/a SongVest
Notes to Financial Statements
For the Years Ended December 31, 2024 and 2023
| 7. | RELATED PARTY TRANSACTIONS (continued) |
During 2024 and 2023, the Company recognized $37,603 and $39,795 in interest costs, consisting of (a) note interest of $37,603 and $37,500 in each year and (b) $0 and $2,295 of interest discount amortization, respectively.
In October 2022, the Company completed placement of a convertible promissory note - line of credit up to $300,000 and issuance of a warrant to purchase common units with a related party that is also an owner in the Company. The Company allocated $2,056 to the fair value of the warrant resulting in a discount on the promissory note of the same amount. In May 2023, the Company drew an additional $50,000 on the line of credit. The Company increased the size of the warrants and allocated $618 to the fair value of the revised warrants resulting in an additional discount on the promissory note of the same amount. In January 2024, the Company drew the final $100,000 on the line of credit. The warrants were exercised in May 2024. The note was transferred to SAJA in March 2025. As of December 31, 2024 and 2023, the outstanding debt par balance on the promissory note - line of credit is $300,000 and $150,000, respectively.
The convertible line of credit bears interest at 13% and matures on October 28, 2024. The holder of the line of credit may convert the principal value of the note and all accrued unpaid interest into units of the Company at the stated conversion ratio of $1 for each Class A unit. The conversion ratio is subject to possible adjustment upon the occurrence of certain specified events, including, but not limited to, the issuance of any other convertible notes and equity certificates that have rights, preferences or privileges differing from the current note. An automatic conversion will occur if a qualified financing event occurs before or prior to the maturity date. Conversion nor repayment has not occurred as of March 2025 when the note was transferred to SAJA.
During 2024 and 2023, the Company recognized $34,441 and $18,432, in interest costs, consisting of $34,441 and $17,132, of principal interest and $0 and $1,300, of discount amortization, respectively. The remaining discount was amortized through October 2024.
Management evaluated the conversion features of the note and line of credit for embedded derivatives and application of the substantial premium model of accounting of debt by applying the provisions of the Financial Accounting Standards Board Accounting Standards Update 2020-06. Separate accounting for the conversion feature of this note placement is not required. The discount on the convertible promissory notes totaled $0 and $606 as of December 31, 2024 and 2023, respectively.
In May 2022, the Company completed placement of a $200,000 promissory note with a related party that is also an owner in the Company. The promissory note bears interest at 20%. In September 2022, the promissory note was increased by $50,000 from the original $200,000 to $250,000, without altering any terms of the agreement. During 2023, the promissory note was increased by $150,000 from the $250,000 to $400,000. The maturity date was extended to July 2025. During 2024 and 2023, the Company recognized $80,219 and $73,589, respectively, in interest costs.
In January 2023, the Company completed placement of a $100,000 promissory note with a related party that is also an owner. The promissory note bore interest at 10% through July 31, 2023. The interest rate currently is increasing by 1% each month until it reaches 16% until paid in full. During 2024 and 2023, the Company recognized $16,000 and $15,000 in interest costs, respectively.
F-14
RoyaltyTraders, LLC
d/b/a SongVest
Notes to Financial Statements
For the Years Ended December 31, 2024 and 2023
| 7. | RELATED PARTY TRANSACTIONS (continued) |
On February 27, 2024, the Company completed placement of a $73,000 promissory note with a related party that is also an owner. The original maturity date of the loan was April 27, 2024, and per the terms of the loan interest of $2,000 would be payable at the maturity date such that at the time of repayment, the company would owe Mr. Guiva $75,000. If the loan is not repaid by the maturity date, an additional $1,000.00 simple interest as calculated as 1.37% of the initial principal amount for each full month after the maturity date that the principal amount remains outstanding. The loan terms were subsequently revised to extend the loan term through June 27, 2024. Per an unwritten agreement to extend, this loan has not been repaid as of March 2025 when the note was transferred to SAJA LLC.
On May 9, 2024, the Company completed placement of a $74,000 promissory note with a related party that is also an owner. $74,000 with a maturity date of September 30, 2024. Per an unwritten agreement to extend, this loan has not been repaid as of March 2025 when the note was transferred to SAJA LLC. The note accrues simple interest at 12% per annum.
On May 15, 2024 and October 31 2024, the Company completed placement of a $30,000 and a $50,000 promissory note, respectively, with a related party that is also an owner per unwritten agreements without set interest or repayment terms.
The net carrying amount of the notes were as follows:
| 2024 | 2023 | |||||||
| Notes payable, related party | $ | 1,327,000 | $ | 950,000 | ||||
| Discount on notes payable - related party | - | (606 | ) | |||||
| Less current maturities | (827,000 | ) | (550,000 | ) | ||||
| $ | 500,000 | $ | 399,394 | |||||
The future maturities of the related party note payable are as follows:
| Year ending December 31, | ||||
| 2025 | $ | 827,000 | ||
| 2026 | 500,000 | |||
| $ | 1,327,000 | |||
The Company had sales with related parties that were both owners and customers of $91,960 and $55,375 during the years ended December 31, 2024 and 2023, respectively.
F-15
RoyaltyTraders, LLC
d/b/a SongVest
Notes to Financial Statements
For the Years Ended December 31, 2024 and 2023
| 8. | SIMPLE AGREEMENT FOR FUTURE EQUITY |
In 2022, the Company entered into a Simple Agreement for Future Equity (“SAFE”). The Company withdrew $0 and $28,974 of the cash flow raised during 2024 and 2023, respectively. The SAFE would automatically convert into Conversion Units upon the closing of the next equity financing wherein the Company sells equity for gross proceeds greater than $250,000. In the event of a Company transaction prior to the next equity financing, defined as the sale of substantially all of the Company’s assets with a transfer whether by merger, consolidation or otherwise of more than 50% of the outstanding voting securities, the Company would pay the Holder an amount equal to the proceeds the Holder would have received in such Company transaction, if the SAFE had converted into Conversion Units at the SAFE price immediately prior to the Company transaction. Neither such Company transaction nor equity financing occurred as of the October 2024 Restructuring when the SAFE transferred to SAJA.
| 9. | LEASES |
The Company leased an office space and a residential apartment. The operating leases are short-term leases that have an expected term of 12 months or less at lease commencement. Lease costs associated with the short-term leases totaled $10,700 and $23,112 for the years ended December 31, 2024 and 2023, respectively. Leases transferred to RT2 LLC as of the October 2024 Restructuring.
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F-16
RoyaltyTraders, LLC
d/b/a SongVest
Notes to Financial Statements
For the Years Ended December 31, 2024 and 2023
| 10. | MEMBERS’ EQUITY |
The Company had issued the following equity units:
| 2024 | 2023 | |||||||
| Series A Units, 1,500,000 units authorized; all units were assigned to SAJA during 2024 | - | 500,000 | ||||||
| Common Units, 3,500,000 units authorized; all units were assigned to SAJA during 2024 | - | 230,000 | ||||||
| Series B, 400,000 units authorized, all units were contributed to SAJA during 2024 | - | - | ||||||
| 11. | GOING CONCERN |
The Company is a start up with expected operating losses. The Company continues to fund these losses with additional equity contributions and debt advanced by related parties and other financing sources during the operating year. The advances are not fully committed through April 2026. The Company had operated at a net loss in 2024 of $522,309 and the cash flow from operations was negative $508,970. The promissory note outstanding at December 31, 2024 has a current maturity date in the coming 12 months. These facts and circumstances raise substantial doubt about the Company’s ability to continue as a going concern for a period of 12 months from the date of these financial statements.
The financial statements have been prepared on a going concern basis, which assumes that the Company will be able to meet all of its payment obligations through January 2027. Management acknowledges that uncertainty remains over the ability of the Company to meet its funding requirements and to refinance or repay its borrowing facility as it comes due. If for any reason the Company is unable to continue as a going concern, it could have an impact on the Company’s ability to realize assets at their recognized values, in particular website software and other intangible assets, and to extinguish liabilities in the normal course of business at the amounts stated in the financial statements.
| 12. | SUBSEQUENT EVENTS |
The Company evaluated all subsequent events through January 27, 2026, the date the financial statements were available to be issued.
F-17
INDEX TO FINANCIAL STATEMENTS
F-18
RoyaltyTraders, LLC
d/b/a SongVest
Interim Balance Sheet
As of June 30, 2025 (Unaudited) and December 31, 2024
| June 30, 2025 |
December 31, 2024 |
|||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | 55,200 | $ | 40,870 | ||||
| Restricted cash | 11,443 | 968,880 | ||||||
| Royalty rights, net | 41,394 | 44,663 | ||||||
| Total current assets | 108,037 | 1,054,413 | ||||||
| Capitalized filing costs, net | 56,239 | 67,562 | ||||||
| Total assets | $ | 164,276 | $ | 1,121,975 | ||||
| LIABILITIES AND MEMBER’S DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accounts payable | 84,141 | 44,711 | ||||||
| Escrow payable | 11,443 | 11,919 | ||||||
| Due to Affiliate | - | 956,956 | ||||||
| Accrued interest and other accrued expenses | 4,000 | 395,095 | ||||||
| Due to related parties, current maturities | - | 827,000 | ||||||
| Current portion of note payable, investor | 100,000 | 100,000 | ||||||
| Total current liabilities | 199,584 | 2,335,681 | ||||||
| Due to related parties, less current maturities | - | 500,000 | ||||||
| Total liabilities | 199,584 | 2,835,681 | ||||||
| Member’s deficit | (35,308 | ) | (1,713,706 | ) | ||||
| Total liabilities and member’s deficit | $ | 164,276 | $ | 1,121,975 | ||||
The accompanying notes are an integral part of these financial statements.
F-19
RoyaltyTraders, LLC
d/b/a SongVest
Interim Statement of Operations (Unaudited)
For the six months ended June 30, 2025 and June 30, 2024
| June 30, 2025 |
June 30, 2024 |
|||||||
| Revenues | $ | 93,232 | $ | 343,273 | ||||
| Cost of sales | 17,209 | - | ||||||
| Gross profit | 76,023 | 343,273 | ||||||
| Operating expenses | 96,397 | 651,913 | ||||||
| Loss from operations | (20,374 | ) | (308,640 | ) | ||||
| Other expenses | ||||||||
| Interest expense | 60,005 | 98,480 | ||||||
| Depreciation & Amortization | 11,323 | 24,045 | ||||||
| Total other expense, net | (71,328 | ) | (122,525 | ) | ||||
| Net loss | $ | (91,702 | ) | $ | (431,165 | ) | ||
The accompanying notes are an integral part of these financial statements.
F-20
RoyaltyTraders, LLC
d/b/a SongVest
Interim Statement of Changes in Members’ Equity
For the six months ended June 30, 2025 (Unaudited) and the year ended December 31, 2024
| June 30, 2025 |
December 31, 2024 |
|||||||
| (Unaudited) | ||||||||
| Balance, January 1 | $ | (1,713,706 | ) | $ | (1,297,180 | ) | ||
| Warrant exercise | - | 1,161 | ||||||
| Net of assets assigned and liabilities assumed (Note 2) | 1,770,100 | 104,622 | ||||||
| Net loss | (91,702 | ) | (522,309 | ) | ||||
| Balance, End of Period | $ | (35,308 | ) | $ | (1,713,706 | ) | ||
The accompanying notes are an integral part of these financial statements.
F-21
RoyaltyTraders, LLC
d/b/a SongVest
Interim Statement of Cash Flows (Unaudited)
For the six months ended June 30, 2025 and June 30, 2024
| June 30, 2025 |
June 30, 2024 |
|||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | (91,702 | ) | $ | (431,165 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Depreciation & amortization | 11,323 | 24,045 | ||||||
| Royalty rights amortization | 3,269 | - | ||||||
| Changes in operating assets and liabilities, net of effect of transfer | ||||||||
| Accounts receivable | - | 26,360 | ||||||
| Music royalty advances | - | 843 | ||||||
| Accounts payable | 39,429 | 51,349 | ||||||
| Due to related party | (956,956 | ) | - | |||||
| Escrow payable | (476 | ) | 139,970 | |||||
| Accrued interest and other | 52,006 | 74,107 | ||||||
| Net cash used in operating activities | (943,107 | ) | (114,491 | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from debt issued from related party | - | 274,862 | ||||||
| Net cash provided by financing activities | - | 274,862 | ||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | (943,107 | ) | 160,371 | |||||
| Cash, cash equivalents and restricted cash, beginning of year | 1,009,750 | 193,458 | ||||||
| Cash, cash equivalents and restricted cash, end of year | $ | 66,643 | $ | 353,829 | ||||
| Cash, cash equivalents and restricted cash consisted of the following: | ||||||||
| Cash | $ | 55,200 | $ | 26,907 | ||||
| Restricted cash | 11,443 | 326,922 | ||||||
| $ | 66,643 | $ | 353,829 | |||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid during the year for interest | $ | 8,000 | $ | 6,511 | ||||
| Supplemental schedule of noncash investing and financing activities | ||||||||
| Liabilities assumed by related party | 1,770,100 | - | ||||||
The accompanying notes are an integral part of these financial statements.
F-22
RoyaltyTraders, LLC
d/b/a SongVest
Notes to Unaudited Financial Statements
| 1. | NATURE OF OPERATIONS |
RoyaltyTraders LLC d/b/a SongVest (the “Company”) acts as a marketplace connecting buyers and sellers of music royalties. The marketplace provides an opportunity for the owners of music rights to monetize their future royalty streams. The Company packages and brokers royalty income streams into royalty unit offerings that are sold to investors as royalty shares. The Company charges a fee for the sourcing services and will also generate income by charging a service fee for managing and distributing certain brokered royalty payments to the royalty unit holders.
On October 11, 2024, the Company executed a Contribution and Exchange Agreement (“Contribution Agreement”) with SAJA LLC, a Delaware limited liability company (“SAJA”), pursuant to which, the holders of RoyaltyTraders LLC common and preferred stock exchanged their interests in the Company for identical interests in SAJA. In connection with the Contribution Agreement, the Company became the wholly-owned subsidiary of SAJA.
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Use of estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
Cash and cash equivalents
The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. The balances are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. The Company may maintain cash balances in excess of FDIC coverage. Management considers this a normal business risk.
Restricted cash
The restricted cash balance represents various pools of restricted cash including cash received in advance from investors to purchase music royalty streams, royalties received for distribution to purchasers of music royalty streams, and funds due to the Company’s affiliate. The restricted cash will be held in escrow until the closing date of the royalty shares, the release of royalties to purchasers, or as required by agreement with the affiliate, depending on the source of the restricted cash. The amount of restricted cash is offset with escrow payable and due to affiliate liabilities.
Accounts receivable
Accounts receivable are stated at the amount management expects to collect on balances outstanding at year end. Accounts receivable are generally collected within 30 days of closing and are recorded net of the allowance for expected credit losses. The estimate of the allowance for expected credit losses is based on an analysis of historical loss experience, current receivables aging, and management’s assessment of current conditions and reasonable and supportable expectation of future conditions, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible. The allowance for expected credit losses was $0 at June 30, 2025 and December 31, 2024, respectively.
F-23
RoyaltyTraders, LLC
d/b/a SongVest
Notes to Unaudited Financial Statements
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Royalty rights
In 2023, the Company purchased music royalties to be resold and distributed on the Company’s SongShares site. The Company recorded the royalty rights at cost of $100,000. As the Company sells the music royalties it records a proportionate amount of the acquired rights to cost of sales in the statements of operations. As of June 30, 2025, total remaining rights equaled $41,394 held available for sale.
Multi-year registration costs
The Company must renew its Regulation A+ filing with the SEC and FINRA everything 3 years and capitalized the legal expense of doing so at cost. The asset was placed into service in December 2024 upon submission of the filing. Amortization of this asset commenced at the time it was placed into service over the useful life of 3 years. Unamortized filing fees of $56,239 and $67,652 were included on the accompanying balance sheet as of June 30, 2025 and December 31, 2024, respectively.
Leases
The Company leased an office space and residential apartment until October 3, 2024 when the leases were transferred to SAJA LLC as part of the restructuring referenced below is this note. Prior to that date, these leases were recorded as short-term rentals. The determination of whether an arrangement is a lease is made at lease inception. Under FASB Accounting Standards Codification Topic 842, Leases, a contract is (or contains) a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control is defined under the standards as having both the right to obtain substantially all of the economic benefits from use of the asset and the right to direct the use of the asset. Management only reassesses its determination if the terms and conditions of the contract are changed.
Warrant liability
The Company classifies warrants to purchase shares of its common units as a liability on its balance sheets when the warrant settlement features do not meet the indexation guidance and are not a fixed for fixed settlement arrangement. Warrant liabilities are classified in the balance sheet as a current liability based on the holder having rights to convert at any time. All outstanding warrants were exercised in May 2024 at a total exercise price of $1,161 for 116,060 common units.
Revenue recognition
The Company recognizes brokered sourcing fee revenue at a point in time upon the closing settlement date for each music royalty asset transaction brokered. Service fee revenue is recognized over time as the services are performed. Revenue is recorded at the amounts the Company expects to receive. Incremental costs in obtaining a contract are expensed as incurred.
Income taxes
The Member of the Company has elected to be treated as an LLC and taxed as a partnership under provisions of the Internal Revenue Code which provide that in lieu of corporation income taxes, the Member is taxed on the Company’s taxable income. The Company has evaluated its tax positions, expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings and believes that no provision for income taxes is necessary, at this time, to cover any uncertain tax positions.
F-24
RoyaltyTraders, LLC
d/b/a SongVest
Notes to Unaudited Financial Statements
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Advertising
The Company expenses advertising costs as incurred which totaled $0 and $11,520 for the six months ended June 30, 2025 and June 30, 2024, respectively.
Restructuring
In October 2024, the Company underwent a restructuring (“October 2024 Restructuring”), whereby the Company, through a series of transactions, became a wholly-owned subsidiary of SAJA, and certain aspects of our operations – primarily, the ownership and operation of the SongVest Platform – were distributed to SAJA and SAJA transferred the related assets and liabilities to a newly-formed sister entity, RT2 LLC (“RT2”), which is also a wholly-owned subsidiary of SAJA.
In connection with the October 2024 Restructuring, all shareholders of RoyaltyTraders LLC entered into a contribution and exchange agreement with SAJA, pursuant to which all the holders of common and preferred stock exchanged their interests in RoyaltyTraders LLC for identical interests in SAJA, whereby SAJA became the sole member of RoyaltyTraders LLC.
Also in connection with the October 2024 Restructuring, the Company entered into an assignment and assumption agreement with RT2 and SAJA, pursuant to which SAJA assigned certain assets of the Company, primarily related to the SongVest Platform, to RT2. In connection therewith, SAJA and RT2 assumed certain liabilities of the Company, primarily related to the SongVest Platform. As a result of this series of transactions, RT2 became the owner and operator of the SongVest Platform. The Company entered into a services agreement with RT2, pursuant to the which RT2 agreed to provide staff, technology, administration and marketing/sales support functions to the Company as necessary to carry out the Company’s business plan. In particular, RT2 agreed to allow the Company to utilize the SongVest Platform to market and conduct its offerings of Royalty Share Units. In consideration for the services to be provided by RT2, the Company agreed to pay to RT2, on a monthly basis, twenty percent (20%) of monthly net income earned by the Company.
The following is a summary of assets distributed and liabilities assumed by SAJA and RT2 in connection with the October 2024 Restructuring:
| Assets Distributed | ||||
| Accounts receivable, net | $ | 184,013 | ||
| Royalty music advances | 81,550 | |||
| Capital software, net | 16,678 | |||
| Due to related party | 956,956 | * | ||
| Total transferred assets | 1,239,197 | |||
| Liabilities Assumed | ||||
| Accounts payable | (656,276 | ) | ||
| Escrow payable | (564,038 | ) | ||
| SAFE | (123,505 | ) | ||
| Accrued interest | - | |||
| Notes payable – related party | - | |||
| Total liabilities | (1,343,819 | ) | ||
| $ | (104,622 | ) |
| * | Remained due to SAJA as of December 31, 2024. The balance due to SAJA and corresponding restricted cash is included on the accompanying December 31, 2024 Balance Sheet. |
On March 31, 2025, related-party promissory notes payable in the amount of $1,327,000 and interest accrued related to these same promissory notes payable of $443,100 was transferred from RoyaltyTraders LLC to SAJA LLC, resulting in a reduction of $1,770,100 in liabilities from the balance sheet of RoyaltyTraders LLC.
F-25
RoyaltyTraders, LLC
d/b/a SongVest
Notes to Unaudited Financial Statements
| 3. | ALLOWANCE FOR CREDIT LOSSES |
The Company had the following activity related to its allowance for expected credit losses for the period ended June 30, 2025 and the year ended December 31, 2024:
| June 30, 2025 |
December 31, 2024 |
|||||||
| (Unaudited) | ||||||||
| Beginning balance | $ | - | $ | 25,445 | ||||
| Provision for expected credit losses | - | - | ||||||
| Transfer of A/R and allowance to RT2 LLC | - | (25,445 | ) | |||||
| $ | - | $ | - | |||||
| 4. | MUSIC ROYALTY ADVANCES |
Management periodically will receive requests from a music royalty holder asking for an advance on upcoming music royalty closings that are brokered by the Company and will be settled in the near term. The Company will issue advances to these holders as a non-interest bearing receivable that will be repaid with upcoming closing proceeds. The collateral on these advances are the music royalties that are cataloged and offered for sale to music investors. Management periodically reviews the list of outstanding advances and records an impairment on any advances that are deemed not collectible. There was no impairment recorded as of December 31, 2024 and ownership of the assets was transferred to RT2 during the year.
| 5. | PROPERTY AND EQUIPMENT |
During 2021, the Company developed a website to allow easy access to review available music royalties and allow investors to scan the available music offerings and make applications for investment. The website went live in January 2022 at which time the asset was placed in service to be amortized over the estimated useful life of three years. Additional development costs are capitalized and maintenance costs are expensed as incurred.
Property and equipment consisted of the following:
|
June 30, |
December 31, 2024 |
|||||||
| (Unaudited) | ||||||||
| Filing costs - 3 year capitalized | 68,500 | 68,500 | ||||||
| Filing costs - amortization | (12,261 | ) | (938 | ) | ||||
| $ | 56,239 | $ | 67,562 | |||||
Amortization expense on filing costs totaled $11,323 and $938 for the six months ended June 30, 2025 and the year ended December 31, 2024, respectively.
F-26
RoyaltyTraders, LLC
d/b/a SongVest
Notes to Unaudited Financial Statements
| 6. | NOTE PAYABLE |
In March 2023, the Company completed placement of a $100,000 promissory note with an investor. The promissory note bore interest at 10% through the maturity date of July 31, 2023 and 2% for each month after the maturity date through December 31, 2023. The promissory note was subsequently extended through January 31, 2025 and again through December 31, 2025, with monthly extension payments of $2,000 and one balloon payment on the date of maturity. Subsequent to December 31, 2025, the holder of the promissory note extended the maturity date of the note by six months to June 30, 2026. During the six months ended June 30, 2025, the Company recognized $12,000 in interest costs.
| 7. | RELATED PARTY TRANSACTIONS |
In 2021 the Company completed placement of a $300,000 convertible promissory note and issuance of a warrant to purchase common units with a related party. In October 2022, the Company completed placement of a convertible promissory note - line of credit up to $300,000 and issuance of a warrant to purchase common units with a related party. The line of credit was fully drawn as of January 2024. The warrants were exercised in May 2024. The note was transferred to SAJA in March 2025. Conversion had not occurred prior to when the note was transferred to SAJA. The Company completed placement of additional promissory notes with a related party as follows: $250,000 in 2022, $250,000 in 2023, and $227,000 in 2024. Related party promissory notes totaled $1,327,000 as of December 31, 2024. In May 2024, all outstanding warrants were exercised and the related debt agreements were modified to remove the possibility of future warrants from being issued. The promissory notes and related accrued interest payable balances were transferred to SAJA LLC in March 2025. Conversion of the convertible notes had not occurred as of March 2025 when the notes were transferred to SAJA.
During the six months ended June 30, 2025 and 2024, the Company recognized $48,005 and $89,299, respectively in related party interest costs.
The net carrying amount of the related party notes were as follows:
| June 30, 2025 |
December 31, 2024 |
|||||||
| (Unaudited) | ||||||||
| Notes payable, related party | $ | 1,327,000 | $ | 1,327,000 | ||||
| Transfer of note payable to related party | (1,327,000 | ) | - | |||||
| Less current maturities | - | (827,000 | ) | |||||
| $ | - | $ | 500,000 | |||||
F-27
RoyaltyTraders, LLC
d/b/a SongVest
Notes to Unaudited Financial Statements
| 8. | SIMPLE AGREEMENT FOR FUTURE EQUITY |
In 2022, the Company entered into a Simple Agreement for Future Equity (“SAFE”). The Company withdrew $0 and $28,974 of the cash flow raised during 2024 and 2023, respectively. The SAFE would automatically convert into Conversion Units upon the closing of the next equity financing wherein the Company sells equity for gross proceeds greater than $250,000. In the event of a Company transaction prior to the next equity financing, defined as the sale of substantially all of the Company’s assets with a transfer whether by merger, consolidation or otherwise of more than 50% of the outstanding voting securities, the Company would pay the Holder an amount equal to the proceeds the Holder would have received in such Company transaction, if the SAFE had converted into Conversion Units at the SAFE price immediately prior to the Company transaction. Neither such Company transaction nor equity financing occurred as of the October 2024 Restructuring when the SAFE transferred to SAJA.
| 9. | LEASES |
The Company leased an office space and a residential apartment. The operating leases are short-term leases that have an expected term of 12 months or less at lease commencement. Lease costs associated with the short-term leases totaled $0 and $7,082 for the six months ended June 30, 2025 and 2024, respectively. Leases were assigned and assumed by RT2 LLC as a result of the October 2024 Restructuring.
| 10. | MEMBERS’ EQUITY |
All equity units issued by the Company were assigned to SAJA LLC during 2024.
| 11. | GOING CONCERN |
The Company is a start up with expected operating losses. The Company continues to fund these losses with additional equity contributions and debt advanced by related parties and other financing sources during the operating year. The advances are not fully committed through April 2026. The Company had operated at a net loss in 2024 of $522,309 and the cash flow from operations was negative $508,970. The Company had operated at a net loss of for the first six months of June 2025 $91,702 and the cash flow from operations was negative $943,107. The promissory note outstanding at June 30, 2025 has a current maturity date in the coming 12 months. These facts and circumstances raise substantial doubt about the Company’s ability to continue as a going concern for a period of 12 months from the date of these financial statements.
The financial statements have been prepared on a going concern basis, which assumes that the Company will be able to meet all of its payment obligations through February 2027. Management acknowledges that uncertainty remains over the ability of the Company to meet its funding requirements and to refinance or repay its borrowing facility as it comes due. If for any reason the Company is unable to continue as a going concern, it could have an impact on the Company’s ability to realize assets at their recognized values, in particular website software and other intangible assets, and to extinguish liabilities in the normal course of business at the amounts stated in the financial statements.
| 12. | SUBSEQUENT EVENTS |
The Company evaluated all subsequent events through February 2, 2026, the date the financial statements were available to be issued.
F-28
PART III – EXHIBITS
Exhibit Index
133
| & | Filed herewith. |
| && | Incorporated by reference to the exhibit to the company’s offering statement on Form 1-A POS filed with the SEC on March 21, 2025. |
| @ | Incorporated by reference to the exhibit to the company’s Form 1-K filed with the SEC on June 18, 2024. |
| @@ | Incorporated by reference to the exhibit to the company’s offering statement on Form 1-A POS filed with the SEC on July 1, 2024. |
| @@@ | Incorporated by reference to the exhibit to the company’s Semi-Annual Report on Form 1-SA filed with the SEC on October 18, 2024. |
| # | Incorporated by reference to the exhibit to the company’s offering statement on Form 1-A POS filed with the SEC on November 17, 2023. |
| * | Incorporated by reference to the exhibit to the company’s offering statement on Form 1-A filed with the SEC on May 21, 2021, and incorporated by reference herein. |
| ** | Incorporated by reference to the exhibit to the company’s offering statement on Form 1-A POS filed December 29, 2021, and incorporated by reference herein. |
| *** | Incorporated by reference to the exhibit to the company’s offering statement on Form 1-A POS filed July 27, 2022 and incorporated by reference herein. |
| ^ | Incorporated by reference to the exhibit to the company’s semi-annual report on Form 1-SA filed September 27, 2022. |
| ^^ | Incorporated by reference to the exhibit to the company’s offering statement on Form 1-A POS filed November 18, 2022. |
| ^^^ | Incorporated by reference to the exhibit to the company’s offering statement on Form 1-A POS filed December 21, 2022. |
| + | Incorporated by reference to the exhibit to the company’s offering statement on Form 1-A POS filed with the SEC on February 17, 2023, and incorporated by reference herein. |
| ++ | Incorporated by reference to the exhibit to the company’s offering statement on Form 1-A POS filed with the SEC on June 14, 2023, and incorporated by reference herein. |
| +++ | Incorporated by reference to the exhibit to the company’s offering statement on Form 1-A POS filed with the SEC on July 19, 2023, and incorporated by reference herein. |
| = | Incorporated by reference to the exhibit to the company’s offering statement on Form 1-A filed with the SEC on October 21, 2024. |
| = = | Incorporated by reference to the exhibit to the company’s offering statement on Form 1-A/A filed with the SEC on December 16, 2024. |
134
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Raleigh, State of North Carolina, on March 4, 2026.
| ROYALTYTRADERS LLC | ||
| By: | /s/ Sean Peace | |
| Sean Peace | ||
| Manager of SAJA, LLC, the Manager of RoyaltyTraders LLC | ||
This offering statement has been signed by the following persons, in the capacities, and on the dates indicated.
| SIGNATURE | TITLE | DATE | ||
| /s/ Sean Peace | Manager of SAJA, LLC, the Manager of RoyaltyTraders LLC, principal executive officer, principal financial officer, and principal accounting officer | on March 4, 2026 | ||
| Sean Peace | ||||
| /s/ Alexander Guiva | Manager of SAJA, LLC, the Manager of RoyaltyTraders LLC | on March 4, 2026 | ||
| Alexander Guiva |
135
