0001870043-21-000001.txt : 20210701 0001870043-21-000001.hdr.sgml : 20210701 20210701133144 ACCESSION NUMBER: 0001870043-21-000001 CONFORMED SUBMISSION TYPE: 1-A PUBLIC DOCUMENT COUNT: 15 FILED AS OF DATE: 20210701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Blackchip 001, LLC CENTRAL INDEX KEY: 0001870043 IRS NUMBER: 863761226 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 1-A SEC ACT: 1933 Act SEC FILE NUMBER: 024-11570 FILM NUMBER: 211065148 BUSINESS ADDRESS: STREET 1: 67 WALL ST APT 10H CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 19146181377 MAIL ADDRESS: STREET 1: 67 WALL ST APT 10H CITY: NEW YORK STATE: NY ZIP: 10005 1-A 1 primary_doc.xml 1-A LIVE 0001870043 XXXXXXXX true false Blackchip 001, LLC DE 2021 0001870043 7380 86-3761226 0 0 67 Wall Street, Suite 10H New York NY 10005 914-618-1377 P. Christopher Wegner Other 100.00 0.00 0.00 0.00 100.00 0.00 0.00 0.00 100.00 100.00 0.00 0.00 0.00 0.00 0.00 0.00 N/A Membership Interests 20 000000000 None None 0 000000000 None None 0 0 None true true false Tier2 Audited Equity (common or preferred stock) Y N N Y Y N 185 0 20.0000 3700.00 0.00 0.00 0.00 3700.00 N/A 0.00 N/A 0.00 N/A 0.00 N/A 0.00 WEGNER LAW PLLC 5000.00 N/A 0.00 N/A 5000.00 000000000 3700.00 Estimated Net Proceeds Calculation (above) of $3,700 does not include any offering fees as all fees in connection with the offering are to be paid by Blackchip Technologies, LLC false true AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA PR RI SC SD TN TX UT VT VA WA WV WI WY A0 A1 A2 A3 A4 A5 A6 A7 A8 A9 B0 Z4 AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA PR RI SC SD TN TX UT VT VA WA WV WI WY A0 A1 A2 A3 A4 A5 A6 A7 A8 A9 B0 Z4 false Blackchip 001, LLC Membership Interests 20 0 100% of the membership interests in Blackchip 001, LLC were issued to Blackchip Holdings, LLC (Delaware Limited Liability Company) in return for a $100 capital contribution. The foregoing issuances were pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions by an issuer not involving any public offering. PART II AND III 2 descriptionofbusiness.txt Description of Business The details contained in this offering circular relating to the Ethereum Blockchain, art, wine and whisky industries are taken from third-party sources that the Company believes to be reliable and the Company believes that the information from such sources contained herein are reasonable, and that the factual information therein is fair and accurate. Overview We were formed as a Delaware limited liability company in May 2021, by Blackchip Holdings to facilitate an investment in the Painting by Marcel Dyf. We are a manager-managed limited liability company. Upon our formation, Blackchip Holdings was issued membership interests of the Company representing 100% of our membership interests. Blackchip Technologies currently holds 20 Class A share tokens of the Painting. Our affiliate Blackchip Holdings had sourced and provided capital outlay to purchase the Painting. As of the initial closing of the offering, we will enter into the administrative agreement with Blackchip Technologies, to which they will provide administrative services for the Painting and our business. Our Business Blackchip believes that alternative assets have been a fundamental reason for the accumulation of wealth. However, rare assets are expensive leaving large barriers of entry into these markets. Investors typically have very little access to alternative investments, however at Blackchip we aim to solve that. We want to revolutionize the way investors diversify their portfolios. Rare artwork, wine and whisky assets that have historically outperformed the stock market and with the help of Blackchip in the marketplace, we can make purchasing ownership shares of these rare assets more accessible to everyone. Leveraging cryptocurrency, we can create a market for high volume of transactions and in an environment where investors can easily buy, sell or trade their shares. As the world enters a new age of digital currency, Blackchip will emerge as one of the most unique alternative asset platforms. Our objective is to become the leading marketplace for investing in rare assets which offer our investors the potential for substantial returns. All users of the Blackchip Platform will have the opportunities to engage with the artwork, wine and whisky along with their respective artist, Chateau or distillery. Owning a portfolio of unique appreciating tangible assets provides a feeling that owning a stock simply cannot. The Blackchip Platform will allow users access to ownership interests in appreciating portfolios or artworks, rare wine and whisky. The Class A share tokens of the Painting are fractionalized into crypto tokens known as "ERC20 Tokens." Each token represents a share of the beneficial interest of the Painting by Marcel Dyf which can traded instantly via the Blackchip Platform. All tokens of artwork, wine or whisky are secure blockchain tokens, compliant with the Ethereum ERC20 standard. The ERC20 is a standard protocol which defines the rules & workings of the tokens on the Ethereum Blockchain Network. The functions implemented in the ERC20 structure allows for tokens to be both unique & standardized. Tokenizing assets help investors enjoy the safety of the Ethereum protocol & the convenience of storing them on any of the popular crypto wallets. Asset Acquisition Blackchip Holdings acts as an asset agent for our Company in which it sources and privately negotiates the purchase of the asset from the Private Seller/Auction or otherwise mentioned resource as stipulated in the Offering Documents. In accordance with the agreement set forth by us and Blackchip Holdings, the fees associated with all sourcing services and capital outlay are detailed in section "COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS." Asset Selection Process It is our objective to acquire a diverse collection of top tier and unique post-war, contemporary art, rare vintage wine and limited-edition whisky sourced directly from private collectors or from the Chateau and distillery themselves. We will pursue investments opportunistically whenever we can leverage our industry-specific knowledge, unique sourcing angle or our relationships to bring compelling investment opportunities to investors. We aim to acquire only the highest of caliber assets and to manage that will provide continued value appreciation and to enable respectful enjoyment and utilization by the investors and future owners of the sales. Through our network of artists, galleries, collectors, and members of our independent Advisory team, we will build a portfolio of compelling opportunities in the rare asset market, with the intent of driving returns for investors who own the applicable asset. Our heavily researched market approach will help us study and identify the latest trends in the market to find assets in which we believe will not only resonate with tech friendly investors but will provide a significant return . We will consider factors such as rarity, significance, historical prices, originality, value, condition, and social trends when deciding whether to acquire an asset. We look forward to maintaining an ongoing list of investment opportunities and a database of interesting news relating to market trends and updates across the various assets categories. We will consider the growth 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 art advisors in our network, precedent and comparable transactions, among other metrics. Once we acquire the asset, it will be insured and then transported and warehoused in a climate-controlled, highly secure location. During our hold period which is ideally framed to be 2-7 years, we will monitor increases in market value and keep investors notified of any portfolio updates. In some instances, the asset may be loaned to museums or other interested parties for fees that will then be distributed to investors. Market Opportunity We believe the overall investment environment is exceedingly interesting for new investors and favorable for high performing alternative asset classes. With volatility striking traditional asset classes such as stocks, investors are looking for a safer alternative. One of which that is also incorporating the new age of digital currency. On our blockchain-based platform, investors will be able to leverage all the advantages that come with it. Blockchain transforms the way digital asset data is collected, validated, updated and maintained. It provides a single source of truth that eliminates the need for data reconciliation creating full transparency for the investor. We understand that investors seek opportunity to participate in ownership of assets that they otherwise wouldn't have exposure to, and we aim to bridge that gap. Artwork According to the Art & Finance Report 2019 by Deloitte and The Art Basel and UBS Global Art Market Report 2019 by UBS Global reflect the global private art market to be $1.7 Trillion with $64.1 in Global Sales. Despite its size, the art market is complex and largely undocumented. Unlike traditional asset classes such as equities or fixed income, there is a lack of transparency due to the limited publicly available data as most art transactions occur privately. We believe there is an opportunity to use our platform to make the market more liquid and transparent for all investors. Using Blockchain, we can transform the way asset data is collected, validated, updated and maintained. Additionally, according to Artprice100, a 'blue- chip' Art Market Index compiled of the Top 100 performing artists shows since its launch in 00' the index has reflected the art market has outperformed the S&P 500 by more than 250% from Jan 00' to Dec 18'. We believe that the art market presents itself with incredible opportunity for growth and advancement of the industry. Wine According to Fortune Business Insights, the global wine market value is $364.3B with a projected market value of $444.9B by 2027. With an average annual return of 12% as reported by Liv-ex Fine Wine, wine has proven itself as a top investment class. Live-ex Index represents the 1000 most traded wines globally. Throughout history the wine industry has not only flourished but has been a major part of the global economy. Although all wine comes from grapes, not all wine is created equal. The value of rare wine is broken out into three major indicators (i.e. Scarcity, Vineyard and Vintage) which will drive value over the course of its life. Having the perfect balance of availability, prestige and age will give the wine high demand. Additionally, the wine market has very little correlation with stock market downturns. According to the Live-ex Index, during the global scale impact of the COVID-19 virus, the months of January 1st to March 31st the 1,000 most traded wines fell about 4% while the S&P 500 fell more than 23%. Wine has proven itself to be a top investment class with low volatility. Whisky According to the Knight Frank Research 2020 Wealth Report Luxury Investment Index, the value of rare whisky increased more than 560% in the past decade. With massive interest in whisky as in investment class, the whisky market stands to benefit the most. The global whisky market is valued at $59.63B with a future market value of $86.4B by 2027. Rare whisky has not only outperformed the stock market as an investment class but in 2019 alone, the whisky market rose 40% outpacing its precious stone counterpart 'gold' which reached highs of 21%. The whisky collector?s market is growing substantially, and we have created a platform to capture that price growth. We believe that collecting and investing in valuable whisky conveys a collector?s financial savvy and great taste. Ethereum Blockchain The Ethereum Blockchain Network is an open-source, trustless, decentralized network of computers that use a unique coding language and blockchain technology to exchange applications for cryptocurrency tokens of value. The entire Ethereum Network works like a programmable blockchain. It uses a peer-to-peer protocol to allow users to create applications or ?smart contracts,? which they can add to the blockchain and execute by sending Ether to them. Ethereum Smart Contracts are pre-defined self-executing codes that users add to the blockchain and signal an agreement between two or more parties. They run on the Ethereum Virtual Machine (EVM), the totality of all the Ethereum nodes (computers) worldwide. When smart contract requirements are met, the code is executed without approval from a third entity. Ethereum is decentralized platform, meaning that each smart contract on it is stored on computers in multiple locations. The veridicality of these contracts is proven by the entire network and not by an all-governing authority. Ethereum is not under the control of any governmental authorities or banking institutions. The Ethereum platform is fully autonomous, and its authenticity is given by the thousands of computers and volunteers that work on it around the world. Ethereum has a $370B market cap with projections to reach double that by end of 2021. The global crypo market is growing at a staggering rate and with Ethereum being the second largest cryptocurrency by market cap, it grows along with it. Ethereum, at its peak, has returned a massive 114,242% ROI since inception. The institutional world is now taking notice. With the likes of HSBC, Microsoft, Samsung SDS, Toyota Research Institute, Barclays, among many others have all created opportunities and found uses for Ethereum in their systems. The future of Ether is clear and will become increasingly relevant to the large business models. Blackchip Affiliate Services As stated in the agreement between our Company and Blackchip affiliates, Blackchip Technologies will fund our ongoing operating costs and expenses and manage all administrative services relating to our business and the Painting. In exchange for these services and as reimbursement for administrative costs, we will issue 20 Class A share tokens to Blackchip Technologies commencing on the final closing of the Offering. PART II AND III 3 itemone.txt OFFERING CIRCULAR BLACKCHIP 001, LLC BLACKCHIP TECHNOLOGIES, LLC 67 WALL STREET SUITE 10H NEW YORK, NY 10005 www.JoinBlackchip.com WEGNER LAW PLLC 875 109th Ave N SUITE 302 NAPLES, FL 34108 +1 239.449.9200 Offering Circular July 1, 2021 185 Class A ordinary shares tokens Representing Class A Limited Liability Company Interests $3,700 Maximum Offering Amount We are offering up to $3,700 of our Class A share tokens representing Class A limited liability company interests, at an offering price of $20.00 per Class A share token in a ?Tier 2? offering under Regulation A (the ?Offering?). We expect to offer Class A share tokens in this Offering until we raise the maximum amount being offered. BLACKCHIP 001, LLC is a Delaware limited liability company formed to facilitate an investment in a single work of art by Marcel Dyf (the ?Painting?). This Offering is being conducted on a ?best efforts? basis, which means that there is no guarantee that any minimum amount will be sold through our affiliate Blackchip Technologies, LLC. The maximum offering period is 18 months from the date of commencement, but we reserve the right to terminate this Offering for any reason at any time prior to the initial closing. Subscriptions will be accepted on a rolling basis and the initial closing of the Offering and the final closing of the Offering will occur on a date or dates determined by our Manager in its discretion. This Offering will commence on the date this Offering is qualified by the U.S. Securities and Exchange Commission. If any of the Class A share tokens offered remain unsold as of the final closing, such Class A share tokens shall be issued to Blackchip Technologies, LLC. in full satisfaction as described in this Offering Circular. There is no minimum number of Class A share tokens or dollar amount that needs to be sold as a condition of any closing of this Offering. Once subscriptions are received, and funding has closed, the shares are subsequently available for trading immediately with no lockup requirements. Our affiliate Blackchip Technologies, LLC is in preliminary development of the Blackchip Platform which will be implemented on the Ethereum Blockchain. The platform allows investors to acquire ownership interests in a special purpose company that invests in rare artwork, wine and whisky or a collection of each through cryptocurrency. All Class A shares will be made available via ERC-20 tokens. Unlike most other cryptocurrencies, all Blackchip tokens will be 100% backed by the physical value of the underlying asset. Upon completion of the application, each investor can establish a user profile on the platform, allowing them to browse and survey potential artwork, wine and whisky investments. The platform will allow users to view details of an investment and sign contractual documents on the application. Blackchip offers unique integration of liquidity pools which users can access to buy, sell or trade their membership interests (i.e. ERC tokens) without having to rely on peer-to-peer transactions. Investors can enjoy the freedom to choose investment opportunities that fit their risk tolerance while also enjoying the ability to easily liquidate their shares. ERC20 tokens are crypto-tokens built on the Ethereum blockchain adhering to the ERC20 token standard. ERC20 token standard is a set of functions to be implemented by all ERC20 tokens on the Ethereum blockchain to allow for seamless integration with other contracts, marketplaces, or wallets. ERC-20 tokens are similar, to Bitcoin or any other cryptocurrency as ERC-20 tokens are blockchain-based assets that have value and can be sent and received. We do not intend to be the facilitator of market transactions as the crypto exchange Uniswap will execute secondary transactions on our behalf. Uniswap is a decentralized protocol for automated liquidity provision based on the Ethereum Network. Uniswap allows the automatic sale and purchase of ERC- 20 tokens. In order to provide complete liquidity for users on Uniswap, Blackchip must stake a percentage of the assets value on the Uniswap platform for users to begin accessing secondary tokens. All Class A share tokens will adhere to the ERC20 standard protocol and all exchange of tokens will be carried out by Uniswap. Investors will be able to access, asset backed tokens upon completion of the Blackchip Platform commencing early 2022, post qualification of this Offering. No sales of Class A shares will be made prior to the qualification of the Offering statement by the SEC. All Class A shares will be offered in all jurisdictions at the same price that is set forth in this offering circular. Number of Class A Shares Per Class A share: 1 Total (1): 185 Price to public Per Class A share: $20 Total (1): $3,700 Underwriting discount and commissions (2) Per Class A share: $0 Total (1): $0 Proceeds to issuer Per Class A share: $20 Total (1): $3,700 (1) Assumes that the maximum aggregate offering amount of $3,700 is received by us. (2) These amounts cannot presently be determined. The Class A shares are to be offered on a ?best efforts? basis primarily through the Blackchip Platform. The Company is not offering, and does not anticipate selling, Class A shares in any state not detailed in the Jurisdiction section. We are an ?emerging growth company? as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, and, as such, may elect to comply with certain reduced reporting requirements for this offering and future filing. We expect that our operations will not cause us to meet the definition of an ?investment company? under the Investment Company Act of 1940, as amended (the ?1940 Act?), because (1) at all times our sole assets will consist only of cash and single work of art, bottle of wine or whisky neither of which is deemed to be a ?security? for purposes of the 1940 Act, and (2) at all times we will not be engaged primarily in owning, holding, investing or trading in ?securities? (as such term is used for purposes of the 1940 Act). The offering statement we filed with the SEC 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 SEC 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 SEC. Periodically, we will 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. An investment in our interests involves a high degree of risk. See ?Risk Factors? for a description of some of the risks that should be considered before investing in our interests. Our corporate website address is located at www.joinblackchip.com and information contained on the website is not a part of this offering circular. This offering circular is following the offering circular format described in Part II of Form 1-A. BLACKCHIP 001, LLC The date of this offering circular is July 1, 2021. PART II AND III 4 itemthree.txt Summary and Risk Factors The interests offered hereby are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose their entire investment. There can be no assurance that our investment objectives will be achieved or that our asset tokens gain interest, whether via the Blackchip Platform or otherwise. The risks described in this section should not be considered an exhaustive list of the risks that prospective investors should consider before investing in our interests. Prospective investors should obtain their own legal and tax advice prior to making an investment in our interests and should be aware that an investment in our interests may be exposed to other risks of an exceptional nature from time to time. The following considerations are among those that should be carefully evaluated before making an investment in our interests. Risks Related to the Structure, Operation and Performance of the Company Start-up nature Our company was recently formed and has not generated any revenues and has no operating history upon which prospective investors may evaluate their performance. No guarantee can be given that our company or asset interests will achieve their investment objectives, the value of the underlying assets will increase, or the underlying assets will be successfully monetized. Due to the start-up nature of our company, there can be no guarantee that we will reach our funding target or acquire multiple unique investments from potential investors. In the event we do not reach a funding target, we may not be able to achieve our investment objectives by acquiring additional assets. No business strategy like ours. We believe that are no other companies that crowdfund artwork, wine and whisky collectively. We also believe that there are no other companies that have attempted to Offer shares in rare assets through cryptocurrency tokenization. Our company and our interests may not gain market acceptance from potential investors, potential asset sellers or service providers within the art, wine and whisky industry, including insurance companies, appraisers, and strategic partners. This could result in an inability of our manager to operate the underlying assets profitably. This could impact the issuance of further assets interests. Without the addition of new and unique assets, investors would not access to a variety of alternative investments to choose from. The offering amount may exceed the value of the asset. The size of an offering will exceed the purchase price. When the asset is to be sold and there had not been substantial appreciation of the asset prior to such sale, there may not be sufficient proceeds from the sale of the asset to repay investors the amount of their initial investment (after first paying off any liabilities on the asset at the time of the sale). Ability to execute our business plan and our Manager success. The successful operation of our company (and therefore, the success of each asset) is in part dependent on the ability of our manager and asset manager to source, acquire and manage the underlying assets. As our manager has only been in existence since November 2020 and is an early-stage startup company, it has no significant operating history. We will be highly dependent on the expertise and performance of our manager and its team, its expert network and other investment professionals (which include third party experts) to source, acquire and manage the underlying assets. There can be no assurance that these individuals will continue to be associated with our manager or asset manager. Potential breach of Security The highly automated nature of the Blackchip Platform through which potential investors acquire or transfer interests may make it an attractive target and potentially vulnerable to cyber- attacks, computer viruses, physical or electronic break-ins or similar disruptions. The Blackchip Platform processes certain confidential information about investors, asset sellers and the underlying assets. While we intend to take commercially reasonable measures to protect our confidential information and maintain appropriate cybersecurity, the security measures of the Blackchip Platform, our company, our manager or our service providers could be breached. Any accidental or willful security breaches or other unauthorized access to the Blackchip Platform could cause confidential information to be stolen and used for criminal purposes or have other harmful effects. Security breaches or unauthorized access to confidential information could also expose us to liability related to the loss of the information, time-consuming and expensive litigation and negative publicity, or loss of the proprietary nature of our manager?s and our company?s trade secrets. If security measures are breached because of third-party action, employee error, malfeasance or otherwise, or if design flaws in the Blackchip Platform software are exposed and exploited, the relationships between our company, investors, users and the asset sellers could be severely damaged, and our company or our manager could incur significant liability or have their attention significantly diverted from utilization of the underlying assets, which could have a material negative impact on the value of interests or the potential for distributions to be made on the interests. Non-compliance with Regulations Furthermore, we are not registered and will not be registered as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act, and neither our manager nor our asset manager is or will be registered as an investment adviser under the Investment Advisers Act of 1940, as amended, or the Investment Advisers Act, and thus the interests do not have the benefit of the protections of the Investment Company Act or the Investment Advisers Act. We and our manager have taken the position that the assets are not ?securities? within the meaning of the of the Investment Company Act or the Investment Advisers Act. This position, however, is based upon applicable case law that is inherently subject to judgments and interpretation. If we were to be required to register under the Investment Company Act or our manager were to be required to register under the Investment Advisers Act, it could have a material and adverse impact on the results of operations and expenses of an asset and our manager may be forced to liquidate and wind up the Offering or rescind the offering for any interests. Risks Related to the Art, Wine & Whisky Industry Portfolio Creation Investors looking for diversification will have to create their own diversified portfolio as available in the Blackchip Platform personal portfolio tracker. In order to diversify the users must invest in other opportunities in addition to the interests offered hereby. Investment in this Offering does not entitle the user to any shares or tokens in relation to a separate Offering. Each Asset of our company is expected to be either in art, wine or whisky. Given the concentrated nature of the underlying assets (i.e., only art, wine & whisky) any downturn in those industries is likely to impact the value of the underlying assets, and consequently the value of the interests. Furthermore, assets may be impacted if an economic downturn occurs and there is less disposable income for individuals to invest in alternative investments such as art, wine and whisky. In the event of a downturn in the industry, the value of the underlying assets is likely to decrease. Demand for high value art, wine & whisky depends to a large extent on general, economic, political and social conditions in a given market as well as the tastes of the collector or art enthusiast community resulting in changes the types of assets that are most sought after. Difficult Valuations Valuations of art, wine and whisky are difficult. Valuations of the underlying assets will be based upon the subjective approach taken by the members of our manager?s expert network, valuation experts appointed by Management or other data provided by third parties (e.g., auction results and previous sales history). Our manager sources data from reputable valuation providers in the industry; however, it may rely on the accuracy of the underlying data without any means of detailed verification. Consequently, valuations may be uncertain. Valuation of assets at Offering are not guarantees of realizable price, do not necessarily represent the price at which our interests may be later sold. Assets may be materially affected by several factors outside of our control, including, any volatility in the economic markets or political trade impacts. Risks Related to Cryptocurrency Industry Future government regulations With cryptocurrency being largely adopted in 2020-2021, the SEC and other Government entities are projected to implement large regulations regarding Bitcoin and alternative coins in which Blackchip operates. Depending on the regulations enacted in the future, the access to cryptocurrency and or fees associated with transactions may change and have a material impact on the user?s asset tokens. Risks Related to the Assets Potential loss of or damage to an asset The asset may be lost or damaged by causes beyond our reasonable control when in storage or on display. Any damage to an underlying asset could adversely impact the value of the underlying asset. Although we intend for the underlying assets to be insured at replacement cost (subject to policy terms and conditions), in the event of any claims against such insurance policies, there can be no guarantee that any losses or costs will be reimbursed, that the underlying assets can be replaced on a like-for-like basis or that any insurance proceeds would be sufficient to pay the full market value. Loss Exposure and or reputational harm We may become involved in various legal proceedings, lawsuits, and other claims incidental to the ordinary course of our business. We are required to assess the likelihood of any adverse judgments or outcomes in these matters, as well as potential ranges of probable or reasonably possible losses. Title or authenticity There is no guarantee that an underlying asset will be free of any claims regarding title and authenticity (e.g., counterfeit or previously stolen art and collectibles), or that such claims may arise after acquisition of an asset. We may not have complete ownership history restoration/repair records for an underlying asset. In the event of a title or authenticity claim against us, we may not have assistance against the asset seller, or the benefit of insurance and the value of the underlying asset may be diminished. Risks Related to the Offerings and Ownership of our Interests Ethereum Blockchain Built on the Ethereum Blockchain; the Uniswap exchange allows users to resell asset token interests at different prices than what may have been purchased for them. This could result in volatility to an amount below what was paid for your interests. State law restrictions on an investor Each state has its own securities laws, often called ?blue sky? laws, which limit sales of securities to a state?s residents unless the securities are registered in that state or qualify for an exemption from registration . There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our interests. Investors should consider the resale market for our interests to be limited. Investors may be unable to resell their interests, or they may be unable to resell them without the significant expense of state registration or qualification. PART II AND III 5 itemfour.txt Dilution As of the date of this filing, 100% of the membership interests of the Company are held by Blackchip Holdings. Pursuant to the initial closing of the Offering, the title of the Marcel Dyf Painting will also be contributed to Blackchip Holdings. There will be no dilution of investor Class A share tokens. The membership interests assigned to Blackchip Technologies can however, from time to time, be distributed for sale to add additional interests in the Painting offered if there is an increased demand in the asset or to cover unexpected operating expenses. PART II AND III 6 itemfive.txt Plan of Distribution and Selling Securityholders Through the Blackchip Platform investors can directly invest in art, wine and whisky opportunities which historically have been difficult for retail investors to access. The platform allows for investors to browse, screen potential investments and sign legal documents electronically. We intend to distribute each Class A interests exclusively through the Blackchip Platform with secondary trading options accessed via the Uniswap exchange. The platform will allow users to purchase asset tokens representing Class A shares in the Painting directly on the application. For the first time, investors can invest in rare, price appreciating asset classes using cryptocurrency. Artwork, wine and whisky have universal demand and through the tokenization of shares users have the freedom to trade those asset tokens easily and efficiently. Our manager will perform best efforts to find purchasers for each Class A share token, pursuant to this offering circular. Accordingly, the gross proceeds from the Offering shall be the same as the net proceeds from the Offering. This Offering will not exceed 18 months from the date of commencement which is in accordance with Rule 251(d)(3) of Regulation A. In the case that any Class A share tokens are not sold, the remaining shares will be issued to Blackchip Technologies. At the discretion of the Manager, the remaining asset tokens not sold can be distributed at a later date depending on future asset demand. PART II AND III 7 itemsix.txt USE OF PROCEEDS TO ISSUER We expect to receive gross proceeds from this Offering of up to $3,700. Blackchip Technologies, LLC will pay all expenses of the Offering, including fees and expenses associated with qualification of the Offering under Regulation A. If the Offering is not fully subscribed, the remaining unsold Class A shares will be issued to Blackchip Technologies, LLC in full settlement of such obligations. Accordingly, Blackchip Holdings has complete ownership of the painting prior to SEC qualification and has no indebtedness. PART II AND III 8 itemseven.txt Overview Blackchip Technologies, LLC formed as a Delaware limited liability company in May 2021, by Blackchip Holdings to facilitate access to alternative investments such as rare artwork, wine and whisky through cryptocurrency. We are a Manager-managed limited liability company. Upon our formation, Blackchip Holdings, LLC was issued membership interests of the Company representing 100% of our membership interests. Blackchip Technologies, LLC currently holds 20 Class A share tokens in the Marcel Dyf painting. The Marcel Dyf Painting has been purchased in a privately negotiated transaction from a Private Seller for $3,100 by using funds advanced to us by Blackchip Holdings. The advance does not incur any interest payments. The Company has closed on the acquisition of the Painting prior to the initial closing of this Offering. Blackchip offers a unique opportunity for investors to benefit from the appreciation of rare assets as well as exposure to cryptocurrency transactions in a decentralized marketplace. Investors for the first time can allocate a portion of their portfolio in assets that have historically outperformed the stock market while also having the ease to trade them as freely as they'd like. We are offering 185 Class A share tokens in the Offering for aggregate consideration of $3,700. All proceeds from this Offering will be used as full repayment of the Blackchip Holdings loan advance. Any unsold Class A shares in this Offering will be issued to Blackchip Technologies. Pursuant to the closing of the Offering, ownership title of the Marcel Dyf Painting will be contributed to our beneficial owner, Blackchip Holdings. Blackchip Technologies expects to generate revenues and cash flow once all share tokens of the Painting are sold. The investors will realize profits once the Painting is sold for more than what the offering amount is considered, and we have sufficient funds after payment of all associated costs and fees in connection with the sale of the Painting. Investors are also able to realize profit if they are able sell their Class A share tokens for a price higher than they purchased them for. To achieve complete liquidity for all Class A share tokens we will be reliant on the Uniswap exchange along with the integration of Ethereum scaling solutions which will allow users to transfer tokens easily, faster and cheaper. The integration of Uniswap and scaling solutions allow businesses such as ourselves to scale while simultaneously cutting down on carbon footprint. Blackchip Technologies will manage all our administrative services and Blackchip Holdings will maintain the title of Painting. In exchange for these services and paying all ordinary and necessary operating costs and expenses, Blackchip Technologies will receive equity interests in the Painting commencing on the final qualification of the Offering. Blackchip will also manage any non-routine services which may arise, including, litigation or services in connection with a sale of the Painting or any sale, merger, third-party offer or other similar transaction involving the company. Blackchip will market, display and promote the Painting in a manner designed to enhance its provenance and increase its exposure and its value. PART II AND III 9 itemnine.txt MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION Overview Since its formation, our company has been engaged primarily in acquiring a collection of investment grade artwork, wine and whisky, with loans from Blackchip affiliates, along with the offering and other materials to begin fundraising. We?re considered to be an early development stage company, since we are devoting substantially all our efforts to establishing our business platform. Emerging Growth Company Upon the completion of our initial offering, we may elect to become a public reporting company under the Exchange Act. We will qualify as an ?emerging growth company? under the JOBS Act. As a result, we will be permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to: Have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act. Comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor?s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis). Submit certain executive compensation matters to shareholder advisory votes, such as ?say-on-pay? and ?say-on-frequency;? and disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO?s compensation to median employee compensation. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements once performed may therefore not be comparable to those of companies that comply with such new or revised accounting standards. We will remain an ?emerging growth company? for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a ?large accelerated filer? as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period. Operating Results Revenues are generated on the sale of investments depending on sale price, when fund raising has closed depending on number of Class A shares tokens sold and for each traded token. All secondary exchanges will be carried out on the Uniswap exchange platform. The Painting has generated no revenues. Our assets are not expected to generate any revenues pursuant to the qualification of this Offering. We had incurred no operating expenses for the year ended December 31, 2020. Blackchip Technologies is responsible of all Operating Expenses related to its investment offerings, such as storage and insurance beginning on the closing date of the offering. Capital Resources As of May 2021, The Marcel Dyf Painting has been purchased in a privately negotiated transaction from a Private Seller for $3,100 by using funds advanced to us by Blackchip Holdings. The advance does not incur any interest payments. The Company has closed on the acquisition of the Painting prior to the initial closing of this Offering. Pursuant to the closing of the Offering, ownership title of the Marcel Dyf Painting will be contributed to our beneficial owner Blackchip Holdings. Plan of Operations Our company has not commenced operations. We intend for our Company to start operations at the time of the initial closing of the offering. All assets and liabilities related to our Company and to Blackchip are the responsibility of our Manager and the responsibility of the affiliate companies. The proceeds from any offerings will be used to cover operating expenses, legal fees and agent service fees as they arise. Off-Balance Sheet Arrangements We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements. PART II AND III 10 itemten.txt DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES The Manager Our company operates under the direction of our Manager, who along with our affiliate companies are responsible for directing the operations of our business, directing our day-to-day affairs, and implementing our investment strategy. Our manager has established a team of independent Advisors that will assist in decisions with respect to all asset acquisitions, dispositions and logistics. Our manager is required to devote such time to our affairs as their duties require. Our manager is responsible for determining maintenance required in order to maintain or improve the asset?s quality. Additionally, our Manager will determine how to monetize the underlying assets by evaluating potential sale offers. Our company will follow guidelines adopted by our manager and implement policies set forth in the operating agreement unless otherwise modified by our manager. Our Manager may establish further written policies and will monitor our administrative procedures as well as responsibilities held at Blackchip affiliate companies regarding investment operations and performance to ensure that the policies are fulfilled. Without approval from interest holders, our manager may change our objectives at any time. Our manager performs its duties and responsibilities pursuant to the operating agreement. Our manager maintains a contractual relationship with us and our interest holders. Furthermore, we have agreed to limit the liability of our manager. Manager & Affiliate Entities Responsibilities: Asset Sourcing: Oversee the overall underlying asset sourcing. Structure and negotiate the terms and conditions of transactions pursuant to which underlying assets may be sold or otherwise disposed. Manage all assets sourcing and acquisition activities including, creating the asset acquisition agreements, organizing and evaluating due diligence for asset acquisition opportunities, and structuring partnerships with collectors, wineries, distilleries and galleries who may provide opportunities to source quality assets. Offering related services Our Manager will create and manage all membership interests for offerings related to underlying assets on the Blackchip Platform. Manger will coordinate with company lawyers and accountants as necessary to create and submit all necessary regulatory filings including, but not limited to, Commission filings and financial audits. Investor Relations Services Our Manager along with our affiliates will maintain communications with interest holders, including answering e- mails, preparing and sending written and electronic reports and other communications as they arise. The Blackchip Platform will aim to establish advanced infrastructure to better help the investors with support and other services. Administrative Services Our Manager along with our affiliates will oversee and maintain all necessary reporting, record keeping, internal controls in order to allow us to comply with applicable law. Maintain accounting and activity data as will be required to prepare and to file all periodic financial reports with the Commission and any other regulatory agency, including annual financial statements. Additionally, our Manager and our affiliate companies will conduct market research for economic and statistical data in connection with the underlying assets and the general art, wine and whisky markets. Directors, Executive Officers and Key Employees of the Manager The following table sets forth the name and position of each of the current executive officers, directors and significant employees of our manager. Name: Nicholas J. Beato Position: Chief Executive Officer Age: 26 Term of Office (Beginning): 11/1/2020 Approximate hours per week for part-time employees: N/A Nicholas J. Beato - Mr. Beato's professional experience lies in the field of financial services with clients in the hedge fund and private equity industry. He is also an active art collector and long-time crypto investor. His passion for unique investments drove him to innovate the rare alternative asset industry. He created Blackchip with the goal to make rare assets more accessible. Our Manager has never been involved or convicted in a criminal proceeding (excluding traffic violations and other minor offences) PART II AND III 11 itemeleven.txt COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS Compensation of Executive Officers We do not currently have any employees nor do we currently intend to hire any employees who will be compensated directly by our company. Our manager manages our day-to-day affairs, oversee the review process, selection and recommendation of investment opportunities, service acquired investments and monitor the performance of these investments to ensure that they are consistent with our investment objectives. The Company, and its affiliates will receive certain fees and expense reimbursements for services relating to this Offering and the acquisition, maintenance and sale of the Painting. The items of compensation are summarized below. Compensation of Manager Our manager will receive reimbursement for costs incurred relating to this and other offerings (e.g., Offering Expenses) The following table sets forth the form of compensation and the recipient of such compensation together with the determination of the amount and the estimated amount. 1) Form of Compensation: Sourcing Fees Description: Blackchip Technologies intends to charge agent fees for all asset related offerings which is intended to be reasonable compensation for Blackchip Holdings capital commitment and sourcing services. Estimate Amounts: $600 2) Form of Compensation: Premium Fees Description: Blackchip Technologies subjects all assets sold at gain to a 15% ?premium fee? of the difference between the Offering amount and the sale amount following the final closing of this Offering. Estimate Amounts: These amounts cannot presently be determined. PART II AND III 12 itemtwelve.txt SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS As of the date of this filing, 100% of the membership interests of the Company as well as the title of the Marcel Dyf Painting are held by Blackchip Holdings. Our Manager via the Blackchip Technologies will be issued 20 Class A shares tokens of the Offering amount in exchange for Administrative services on our behalf. Of the Class A shares tokens issued to Blackchip Technology our manager may sell all or any portion from time to time following the closing of such offering. The address of our manager is 67 Wall Street, Suite 10H, New York, NY, 10005 We have determined beneficial ownership in accordance with the rules of the SEC. We believe, based on the information furnished to us, that our Manager , the Company, affiliates and entities named in the tables below have sole voting and investment power with respect to all Class A share tokens that they beneficially own. We have presented the beneficial ownership of the Class A share tokens based on the assumption that all 185 Class A share tokens offered in this Offering will be sold. The number of Class A share tokens beneficially owned by a person and the percentage ownership of that person after this Offering, we deemed outstanding Class A share tokens subject to any securities held by that person that are currently exercisable or convertible pursuant to the qualification of this Offering. In November 2020, Nicholas J. Beato, the Founder and Chief Executive Officer of Blackchip owns 100% of the membership interests of Blackchip Holdings, LLC, which owns 100% of the membership interests in the other Blackchip entities, including Blackchip Technologies. Per agreement documents, Mr. Beato has the power to vote 100% of the membership interests beneficially owned by Blackchip. Blackchip Holdings, LLC owns 100% of the membership interests of our company and Blackchip Technologies. Blackchip Technologies, LLC will be entitled to receive 20 Class A share tokens issued. PART II AND III 13 itemthirteen.txt INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS Company Funding & Beneficial Ownership Blackchip Holdings, LLC is the beneficial owner of all the Blackchip affiliated entities. Nicholas J. Beato, the Chief Executive Officer of Blackchip Technologies, also deemed the beneficial owner of the Blackchip entities given his power to exercise voting control through an agreement with the Holding Company. Mr. Beato is the individual responsible for funding the Blackchip Platform and is also able to control the activities of all Blackchip entities. Duties of Our Affiliates Our Manager and the key professionals performing services for us under the following entities. Blackchip Holdings, LLC, the owner of the Blackchip App Platform and all other Blackchip Entities; Blackchip Technologies, LLC, which handles all business-related activities; All Blackchip Entities are Delaware Limited Liability Companies with the exception of Blackchip Holdings, LLC which is domiciled in the state of Florida. Summary of Transactions The following includes a summary of all transactions since the beginning of our 2021 fiscal year: In May 2021, Blackchip Holdings acquired the Marcel Dyf Painting on behalf of Blackchip Technologies in exchange for a note in the principal amount of $3,700. This note does not bear any interest and must be repaid within 30 days of the final closing of the offering membership Interests (i.e., when the offering is fully funded). The sourcing agent fees for acquiring the asset will be included in the Offering amount detailed in the section titled "COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS." PART II AND III 14 itemfourteen.txt SECURITIES BEING OFFERED Description of Interests Our company is a Delaware limited liability company offering 185 Class A share tokens in the Offering for aggregate consideration of $3,700. All outstanding Class A share tokens of the Painting are tokenized into ERC-20 tokens. ERC20 tokens are crypto-tokens built on the Ethereum Blockchain adhering to the ERC20 token standard. ERC20 token standard is a set of functions to be implemented by all ERC20 tokens on the Ethereum blockchain to allow for seamless integration with other contracts, marketplaces, or wallets. ERC-20 is similar, in some respects, to bitcoin or any other cryptocurrency as ERC-20 tokens are blockchain-based assets that have value and can be sent and received. The Ethereum Blockchain Network is an open-source, trustless, decentralized network of computers that use a unique coding language and blockchain technology to exchange applications for cryptocurrency tokens of value. This network in which the Blackchip Platform operates is fully autonomous, and its authenticity is given by the thousands of computers and volunteers that work on it around the world. All interests offered by this offering circular will be authorized and issued pursuant to the qualification of this offering. Upon payment in full for each Class A share token purchased on the Blackchip Platform, as determined by our manager, the holders of the interests will not be liable to our company to make any additional capital contributions. All interest in the asset once funded can be easily traded on our decentralized platform and distributions upon the sale of the asset if rendering a realized gain after fees, will be distributed back to shareholders. Holders of the interests offered hereby have no appraisal rights, no pre-emptive rights to the purchase of Class A share tokens and no preferential rights to distributions. We will also subject our ERC20 asset tokens to audits for the purpose of security and compliance with standards. The token audits will provide comfort for our users that the tokens are operating properly. Bookkeeping & Reporting We are required to keep appropriate books of the business at our principal offices. The books will be maintained for both tax and financial reporting purposes on a basis that permits the preparation of financial statements in accordance with GAAP. For financial reporting purposes and tax purposes, the fiscal year and the tax year are the calendar year, unless otherwise determined by our manager in accordance with the Internal Revenue Code. Our manager will file with the Commission periodic reports as required by applicable securities laws. Under the Securities Act, we must update this offering circular upon the occurrence of certain events, such as asset acquisitions. We will file updated offering circulars and offering circular supplements with the Commission. We are also subject to the informational reporting requirements of the Exchange Act that are applicable to Tier 2 companies whose securities are registered pursuant to Regulation A, and accordingly, we will file annual reports, semiannual reports and other information with the Commission. In addition, we plan to provide holders of interests with periodic updates, including offering circulars, offering circular supplements, pricing supplements, information statements and other information. Investor Updates We will provide such documents and periodic updates electronically through the Blackchip Platform or via email address. As documents and periodic updates become available, we will notify token holders by sending an email message or a message through the Blackchip Platform that will include instructions on how to retrieve the periodic updates and documents. We will provide holders with copies via email or paper copies at any time upon request. Exclusive Jurisdiction Any dispute in relation to the operating agreement is subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, and each investor will covenant and agree not to bring any such claim in any other venue. If a holder of the interests were to bring a claim against our company or our manager pursuant to the operating agreement, it would have to do so in the Delaware Court of Chancery. Notwithstanding the foregoing, if, for any reason, the Delaware Chancery Court does not have jurisdiction over an action, then the action may be brought in other federal or state courts located in Delaware. In addition, the exclusive jurisdiction provision contained in the operating agreement does not apply to claims under the Exchange Act or the Securities Act. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Listing The interests offered hereby are not currently listed or quoted for trading on any national securities exchange or national quotation system. PART II AND III 15 theartworkdetails.txt Asset Details BLACKCHIP 001, LLC is a Delaware limited liability company formed to facilitate investments in a single work of art by Marcel Dyf (the ?Painting?). The details contained in this offering circular relating to the artist, the Painting and the art industry are taken from third-party sources that the Company believes to be reliable and the Company believes that the information from such sources contained herein regarding the artist, the Painting and the art industry is reasonable, and that the factual information therein is fair and accurate. The Marcel Dyf Painting has been purchased in a privately negotiated transaction from a Private Seller for $3,100 by using funds advanced to us by Blackchip Holdings. The advance does not incur any interest payments. The Company has closed on the acquisition of the Painting prior to the initial closing of this Offering. Pursuant to the closing of the Offering, ownership title of the Marcel Dyf Painting will be contributed to our beneficial owner Blackchip Holdings. Specifications Artist: Marcel Dyf Artwork: Jeune fille revant Size: 28 3/4" x 23 5/8" Medium: Oil on Canvas Creation Year: Early 20th Century Purchased From: Private Collector Purchased For: $3,100 Year Purchased: 2021 Provenance The Jeune fille revant Painting by Marcel Dyf was sold to a private collector at auction prior to purchase by Blackchip. The painting had originated from the Estate of Maria P Spaght, a resident at the Dorset Hotel Residence on West 54th St in New York City. Maria was married to the CEO of Shell Oil in the 60's through the 70's and was actively involved in fundraising with politicians, actors and the Rockefeller's. The painting had been given to the family as a gift from Marcel Dyf himself. Marcel Dyf (October 7, 1899 ? September 15, 1985) was a French painter best known for his work in the Impressionist movement. The artistic climate to which he was exposed in Paris and in Normandy was crucial during his youth, as innovative ideas and new thinking, born of the Impressionist and Post-Impressionist movements. In 1935, Marcel opened his first studio to pursue his calling and expand his focus in art. By 1940, the German invasion of France during the Second World War had been underway, he quickly joined the French Resistance in Correze and the Dordognhe. He had little formal artistic training but owed much of his inspiration to the great masters of the past such as Rembrandt and Vermeer. The Musee Arlaten in Arles, France, and the Smith College Museum of Art in Northampton, MA, have the artist?s work as part of their permanent collections. Market Assessment Our mission is to bring value and unique investment opportunities to our investors. Our manager having collected such artworks previously by Marcel Dyf has experienced the artists historically growth. He is globally recognized for his landscape impressions and portraits of his wife. According to recent auction data, his work is currently sold on the market ranging from $6,000 to $15,000 for paintings of comparable specifications.