The table below shows key information related to the offering of each Company’s Series (including pursuant to this Offering Statement and any other offering statements of the Company), as of the date of this Offering Circular. Please also refer to “The Company’s Business – Property Overview” and “Use of Proceeds” for further details.

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SUMMARY

This summary highlights information contained elsewhere and does not contain all of the information that you should consider in making your investment decision. Before investing in the company’s Series Interests, you should carefully read this entire Offering Circular, including the company’s financial statements and related notes. You should also consider, among other information, the matters described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The Company

Here Collection LLC, a Delaware series limited liability company was formed on June 15, 2021 as a wholly owned subsidiary of Here Investments Inc., a Delaware corporation. Here Collection is an investment vehicle that intends to enable investors to own fractional ownership of a specific vacation rental property. This lowers the cost-of-entry and minimizes the time commitment for real estate investing. An investment in the company entitles the investor to the potential economic benefits normally associated with direct property ownership, while requiring no investor involvement in asset or property management. We intend to treat each Series as a separate entity for U.S. federal income tax purposes. In addition, we intend that each Series will be treated as a corporation for U.S. federal income tax purposes.

The company intends to establish separate Series for the holding of vacation rental properties to be acquired by the company. Notably, the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular Series of the company will be enforceable against the assets of the applicable Series only, and not against the assets of the company. In addition, Here Collection will manage all Underlying Assets related to the various Series including the sales of property, property vacation bookings, maintenance and insurance.

It is not anticipated that any Series would own any assets other than its respective real estate property and associated assets, the reason for which the applicable Series was created (the “Underlying Asset(s)”), plus cash reserves for maintenance, storage, insurance and other expenses pertaining to such Underlying Assets and amounts earned by each Series from the monetization of the Underlying Asset. It is intended that owners of a Series Interest in a Series will only have assets, liabilities, profits and losses pertaining to the specific Underlying Assets owned by that Series, which would include the allocated portion of shared fees, costs and expenses that our Managing Member has allocated to such Series as discussed under “The Company’s Business – Allocations of Expenses.”

For example, an investor who acquires Series Interests in Series #1 will only have assets, liabilities, profits and losses pertaining to the property located at 1989 Loraine Rd., Largo, FL 33774. Similarly, an investor who acquires Series Interests in Series #2 will only have assets, liabilities, profits and losses pertaining to the property located at 335 Maple Ridge Dr, Big Bear City, CA 92314.

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Here PM, a subsidiary of Here, will serve as the property manager responsible for managing each Series’ Underlying Assets (the “Property Manager”) as described in the Property Management Agreements between Here PM and the respective Series.

Here will serve as the managing member (the “Managing Member”) responsible for the day-to-day management of the company and each Series. Each Series may purchase the property from a third party or from Here or its subsidiary, such as was the case with Series #1.

Our Series LLC Structure

Each property that we acquire will be owned by a separate series of our company that we will establish to acquire that property. As a Delaware series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series are segregated and enforceable only against the assets of such series, as provided under Delaware law. This would include contractual obligations under the Property Management Agreement that each Series will enter into with respect to the management of the specific property. This would also include the portion of any shared fees, costs or expenses that have been allocated to the Series, as discussed below and under “The Company’s Business – Allocations of Expenses.”

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For ease of understanding the company’s business structure, we have included the organizational chart below:

We source properties from public listings of properties for sale in geographic areas that we determine have desirable characteristics for short-term rentals, considering factors such as the general type and configuration of existing vacation rentals, the demand for vacation rentals, median occupancy rates and growth trends in the number of active rentals.

Once Here identifies a property and agrees to a price with the sellers, it or one of its controlled affiliates will enter into a purchase agreement for the property. Generally, Here expects to assign the contract to the relevant Series for the purchase of a specific residential property directly by the Series. However, there may be circumstances or timing considerations that result in Here or one of its wholly owned subsidiaries acquiring the property directly from the third party seller for further sale to the Series once sufficient funding has been obtained.

In cases where the Series purchases the property directly from a third party Seller, it would use the proceeds of the offering for that Series to purchase the property and may finance a portion of the purchase price with a mortgage or other third party financing. If the purchase agreement for the property does not include a financing condition or the financing contingency has expired and the closing for the property occurs prior to sufficient minimum proceeds being received, Here or an affiliate may provide a loan to the Series, upon the terms described under “The Company’s Business – Intended Business Process” below, to finance all or part of the purchase price of the property. Such loan would be repaid to Here by the applicable Series with the proceeds of its offering, with any remaining proceeds being used first to fund any anticipated renovation costs and furnishing expenses for the property to prepare it for rent, then to pay the service fee to our Managing Member and the remainder held by the Series as operating reserves, depending on the amount raised in the offering for that Series.

If Here or one of its affiliates purchases the property directly, then, after the relevant Series has obtained sufficient financing, that Series would purchase the property for an amount equal to the original purchase price (including closing costs) plus holding costs, renovation costs and furnishing expenses actually incurred by Here prior to the sale to the Series. Any remaining proceeds from offering of such Series would be first allocated to pay the service fee and the remainder held by the Series as operating reserves.

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Distributions

We intend, but are not obligated to, distribute 100% of the Free Cash Flows of a Series, after reimbursing Here PM, as Property Manager, for expenses incurred on behalf of a Series, plus accrued interest, and creating such reserves as the Managing Member deems necessary. A Series’ net income, and therefore, its Free Cash Flows, will be reduced by the expenses of that Series, including the following fees paid to our Managing Member and its affiliates, which are described in more detail below:

We and Here determined these fees internally without any independent assessment of comparable market fees. As a result, they may be higher than those available from unaffiliated third parties. After payment of all of the above fees, all other cash expenses and capital expenditures by the Series, it may not generate sufficient revenue to produce any Free Cash Flows or make distribution to investors.

Please see below and “Securities Being Offered – Distributions” for a more detailed discussion of the calculation of distributions to investors and the compensation paid to our Managing Member and its affiliates, as well as the defined terms used above.

Compensation Paid to our Managing Member and its Affiliates

Compensation from Series

Each Series will pay the following fees:

Here Service Fee: If a Series raises the maximum offering amount for that Series, a portion of the proceeds would be paid to our Managing Member as a service fee, which is set forth in the Certificate of Designation for the relevant Series and discussed under “Use of Proceeds” below. The service fee represents a fee payable in connection with the search and negotiation of the property purchase and coordination of the work needed to prepare the property for rental. Our Managing Member determines this fee for each Series and sets the amount between 10-15% of the contractual purchase price of the relevant property acquired by the Series plus 10-15% of the anticipated costs of repairs and furnishings (but not capital expenditures) required to prepare the property for listing and rent. Please see “Use of Proceeds” for the service fee applicable to each specific Series. To the extent that a Series raises less than the maximum offering amount resulting in insufficient funds to pay the service fee, the company may choose to expense the balance of the service fee, which would be deducted from revenues generated by the relevant property, or Here may increase its investment in the relevant Series Interests to cover the balance of the service fee.

Asset Management Fees: On a quarterly basis beginning on the first quarter end date following the initial closing date of the issuance of Series Interests, the Series will pay the Managing Member an asset management fee, payable quarterly in arrears, equal to 0.25% (1% annualized) of Asset Value as of the last day of the immediately preceding quarter. “Asset Value” at any date means the fair market value of assets in a Series representing the purchase price that a willing buyer having all relevant knowledge would pay a willing seller for such assets in an arm’s length transaction, determined by the Managing Member in its sole discretion. We intend, but are not obligated to, obtain a third party valuation of the assets of each Series to determine “Asset Value”.

Property Management Fees: Each Series will pay, monthly, a property management fee to the Property Manager, a controlled affiliate of our Managing Member, equal to a percentage (as specified in the relevant Property Management Agreement) of the Gross Receipts received by the Series during the immediately preceding month. We and Here generally seek to set these fees to be comparable to prevailing market rates for the management of vacation rental properties in the relevant geographic area. These fees are expected to range from 25% to 40% of the Gross Receipts of the Series. We have entered into separate property management agreements with each Series.

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“Gross Receipts” means (i) receipts from the short-term or long-term rental of the Underlying Assets; (ii) receipts from rental escalations, late charges and/or cancellation fees (iii) receipts from tenants for reimbursable operating expenses; (iv) receipts from concessions granted or goods or services provided in connection with the Underlying Assets or to the tenants or prospective tenants; (v) other miscellaneous operating receipts; and (vi) proceeds from rent or business interruption insurance, excluding (A) tenants’ security or damage deposits until the same are forfeited by the person making such deposits; (B) property damage insurance proceeds; and (C) any award or payment made by any governmental authority in connection with the exercise of any right of eminent domain. See “The Company’s Business – Property Management Agreements with Here PM.

We and Here determined these fees internally without any independent assessment of comparable market fees. As a result, they may be higher than those available from unaffiliated third parties.

Other Compensation payable to Here

HREO, LLC, an affiliate of Here, may receive a real estate commission referral fee from property sellers.

Other Costs and Expenses

Each Series will bear all expenses of the applicable Underlying Asset, including fees, costs and expenses attributable to more than one Series and allocated among the relevant Series. As of the date of this Offering Circular, fees that we have identified to be allocated among the Series, once all Series have been established and funded, are the following estimated offering expenses:

Any fees, costs or expenses that are allocated among multiple Series will be equal, in the aggregate, to the amount actually incurred, without any mark-up. Once allocated, the portion of those fees, costs and expenses will become expenses and liabilities of the relevant Series and we would generally expect them to be paid out of the cash reserves or revenues of that Series in the ordinary course. If a Series does not have sufficient cash reserves and revenues to meet its operating expenses, the Managing Member may loan funds to a Series to pay such expenses and charge a reasonable rate of interest. Under the Property Management Agreement of each Series, to the extent that the Property Manager of such Series incurs expenses on behalf of that Series, the Series will reimburse the Property Manager for any such expenses together with a reasonable rate of interest.

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The Current Offering

Selected Risks 

The company’s business is subject to a number of risks and uncertainties, including those highlighted in the section titled “Risk Factors” immediately following this summary. These risks include, but are not limited to, the following:

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The SEC requires the company to identify risks that are specific to its business and its financial condition. The company is still subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as cyber-attacks and the ability to prevent those attacks). Additionally, early-stage companies are inherently more risky than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

Risks Related to our Structure, Operation and Performance

An investment in an offering constitutes only an investment in that Series and not in the company or any Underlying Asset. A purchase of Series Interests in a Series does not constitute an investment in either the company or an Underlying Asset directly, or in any other Series Interest. This results in limited voting rights of the investor, which are solely related to a particular Series, and are further limited by the Operating Agreement of the company, described further herein. Investors will have limited voting rights. Thus, the Managing Member and the Property Manager retain significant control over the management of the company, each Series and the Underlying Assets.

Furthermore, because the Series Interests in a Series do not constitute an investment in the company as a whole, holders of the Series Interests in a Series are not expected to receive any economic benefit from, or be subject to the liabilities of, the assets of any other Series.  In addition, the economic interest of a holder in a Series will not be identical to owning a direct undivided interest in an Underlying Asset because, among other things, a Series will be required to pay corporate taxes before distributions are made to the holders, and the Property Manager will receive a fee in respect of its management of the Underlying Asset.

Liability of investors between Series. The company is structured as a Delaware series limited liability company that issues a separate Series Interests for specific Underlying Assets. Each Series will merely be a separate Series and not a separate legal entity. Under the Delaware Limited Liability Company Act (the “LLC Act”), if certain conditions (as set forth in Section 18-215(b) of the LLC Act) are met, the liability of investors holding Series Interests in one Series is segregated from the liability of investors holding Series Interests in another Series and the assets of one Series are not available to satisfy the liabilities of other Series.   

Although this limitation of liability is recognized by the courts of Delaware, there is no guarantee that if challenged in the courts of another U.S. State or a foreign jurisdiction, such courts will uphold a similar interpretation of Delaware corporation law, and in the past certain jurisdictions have not honored such interpretation.

If the company’s series limited liability company structure is not respected, then investors may have to share any liabilities of the company with all investors and not just those who hold the same Series Interests as them and account for them separately and otherwise meet the requirements of the LLC Act, it is possible a court could conclude that the methods used did not satisfy Section 18-215(b) of the LLC Act and thus potentially expose the assets of a Series to the liabilities of another Series.  The consequence of this is that investors may have to bear higher than anticipated expenses which would adversely affect the value of their Series Interests or the likelihood of any distributions being made by a particular Series to its investors.

In addition, the company is not aware of any court case that has tested the limitations on inter-series liability provided by Section 18-215(b) in federal bankruptcy courts and it is possible that a bankruptcy court could determine that the assets of one Series should be applied to meet the liabilities of the other Series or the liabilities of the company generally where the assets of such other Series or of the company generally are insufficient to meet its liabilities.

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If any fees, costs and expenses of the company are not allocable to a specific Series, they will be borne proportionately across all of the Series (which may include future Series to be issued).  Although the Managing Member will allocate fees, costs and expenses acting reasonably and in accordance with its allocation policy (see “The Company’s Business – Allocations of Expenses” section), there may be situations where it is difficult to allocate fees, costs and expenses to a specific Series and therefore, there is a risk that a Series may bear a proportion of the fees, costs and expenses for a service or product for which another Series received a disproportionately high benefit.

We and Here determined the amount of fees paid to Here and its affiliates internally without any independent assessment of comparable market fees. We and Here determined internally the rate of property management fees that are set forth in the Property Management Agreement for each Series. While we and Here generally seek to set these fees to be comparable to prevailing market rates in the relevant geographic area, we have determined the fee rates without any independent assessment of comparable market fees. Similarly, we have determined the amount of the asset management fee, as set forth in the Operating Agreement, and the service fee, each to be paid to Here by the various Series, without any independent assessment of comparable market fees. As a result, these fees may be higher than those available from unaffiliated third parties.

Each Series will rely on its Property Manager, Here PM, to manage each property. Following the acquisition of any property, the property will be managed by Here PM, a subsidiary of Here. In addition, Here PM will be entitled to certain fees in exchange for its day-to-day operations of each property. Any compensation arrangements will be determined by Here sitting on both sides of the table and will not be an arm’s length transaction.

If we fail to manage our growth, we may not have access sufficient personnel and other resources to operate our business and our results, financial condition and ability to make distributions to investors may suffer. We intend to establish additional Series and acquire additional vacation rental properties in the future. As we do so, we will be increasingly reliant on the resources of Here and Here PM to manage our properties and our company. Currently, Here operates with a small staff and may need to hire additional staff. If its resources are not adequate to manage our properties effectively, our results, financial condition and ability to make distributions to investors may suffer.

If Here fails to attract and retain its key personnel, the company may not be able to achieve its anticipated level of growth and its business could suffer. The company’s future depends, in part, on Here’s ability to attract and retain key personnel. Its future also depends on the continued contributions of the executive officers and other key personnel of Here, each of whom would be difficult to replace.

In particular, Corey Ashton Walters, the Chief Executive Officer of Here, is critical to the management of the company’s business and operations and the development of its strategic direction. The loss of the services of Mr. Walters or other executive officers or key personnel of Here and the process to replace any of those key personnel would involve significant time and expense and may significantly delay or prevent the achievement of the company’s business objectives.

There is competition for time among the various entities sharing the same management team. Currently, Here is the Managing Member of Here Collection and each Series, and Here PM is the Property Manager for each Series. Here expects to create more Series in the future as additional attractive vacation rental properties are identified. It is foreseeable that at certain times the various Series will be competing for time from the management team.

The company has a limited operating history for investors to evaluate. The company and each Series were recently formed and have not generated any revenues and have no operating history upon which prospective investors may evaluate their performance. No guarantee can be given that the company or any Series will achieve their investment objectives, the value of any Underlying Assets will increase or that any Underlying Assets will be successfully monetized.

Tax laws could change. There may be future changes in tax laws resulting from legislative, administrative or judicial decisions, any of which may have adverse tax consequences to an investor’s investment in the Series. Any such change may or may not be retroactive to a time preceding its occurrence. For example, an investor’s tax rate may be considerably higher (due to a change in U.S. federal tax law) at the time an investment is sold.

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The company’s Managing Member can determine in its sole discretion whether to suspend the redemption provision of the company’s Operating Agreement. Under Section 7.5 of the company’s Operating Agreement, the company is instituting a redemption plan for redeeming Series Interests, which are at set ratios. The ratios in the first 24 months after the acquisition of the relevant Series Interests would require redemption below the prices at which the Series Interests were issued. The company’s Managing Member has the sole discretion whether to suspend redemptions, which may occur in cases of limited liquidity of the company.

The company’s consolidated financial statements include a going concern opinion. Our financial statements have been prepared assuming the company will continue as a going concern. We are newly formed and have not generated revenue from operations. We will require additional capital until revenue from operations are sufficient to cover operational costs. There are no assurances that we will be able to raise capital on acceptable terms.  If we are unable to obtain sufficient amounts of additional capital, we may be required to reduce the scope of our planned development and operations, which could harm our business, financial condition and operating results. Therefore, there is substantial doubt about the ability of the company to continue as a going concern.

If a Series does not successfully dispose of real estate assets, you may have to hold your investment for an indefinite period. The determination of whether to dispose of the Underlying Assets associated with any Series is entirely at the discretion of the Managing Member. Even if the Managing Member decides to dispose of such Underlying Assets, the company cannot guarantee that it will be able to dispose of them at a favorable price to investors.

Competition with other parties for real estate investments may reduce the company’s ability to offer additional Series. The company will compete with other entities engaged in real estate investment for the acquisition or sale of properties, including financial institutions, many of which have greater resources than the company does. Larger entities may enjoy significant competitive advantages that result from, among other things, a lower cost of capital. Such competition could make it more difficult for the company to obtain future funding, which could affect the company’s ability to offer additional Series.

Risks Related to the Offering

The company may not raise sufficient funds to achieve its business objectives. There is no minimum amount required to be raised before the company can accept your subscription for the Series Interests, and it can access the funds immediately. The company may not raise an amount sufficient for it to meet all of its objectives, including acquiring the Underlying Assets. Once the company accepts your investment funds, there will be no obligation to return your funds. Even if other Series Interests are sold, there may be insufficient funds raised through this offering to cover the expenses associated with the offering or complete the purchase of the Underlying Assets and the development and implementation of the company’s operations. The lack of sufficient funds to pay expenses and for working capital will negatively impact the company’s ability to implement and complete its planned use of proceeds.

The Managing Member has full discretion as to the use of proceeds from the offering. The company presently anticipates that the net proceeds from the offering will be used by us to purchase the Underlying Assets of the Series and as general working capital. The company reserves the right, however, to use the funds from the offering for other purposes not presently contemplated herein but which are related directly to growing its current business. As a result of the foregoing, purchasers of the Series Interests hereby will be entrusting their funds to the Managing Member, upon whose judgment and discretion the investors must depend, with only limited information concerning management’s specific intentions.

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

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The redemption plan offered by each Series is limited and may be amended, suspended or terminated by the Managing Member at any time. In its sole discretion, including to protect our operations and our non-redeemed Series Interest holders, to prevent an undue burden on our liquidity or any other reason, our Managing Member could amend, suspend or terminate a Series’ redemption plan without notice. Further, the redemption plan includes numerous restrictions that would limit your ability to sell your Series Interests. We describe these restrictions in more detail under “Securities Being Offered – Redemption”. Therefore, it will be difficult for you to redeem and/or sell your Series Interests promptly or at all. If you are able to sell your Series Interests, you would likely have to sell them at a substantial discount to their public offering price. Because of the illiquid nature of the Series Interests, you should purchase Series Interests only as a long-term investment and be prepared to hold them for an indefinite period of time.

The purchase prices for the Series Interests have been arbitrarily determined. The purchase price for the Series Interests has been arbitrarily determined by the company and bears no relationship to the company’s assets, book value, earnings or other generally accepted criteria of value. In determining pricing, the company considered factors such as the purchase and holding costs of the Underlying Assets, the company’s limited financial resources, the nature of its assets, estimates of its business potential, the degree of equity or control desired to be retained by Managing Member and general economic conditions.

Investor subscription payments are irrevocable and will be held in escrow pending the initial closing and/or acceptance of an investor’s subscription but will not earn interest if returned to the investor. The offering of Series Interests pursuant to the Offering Statement will terminate upon the earlier of (i) the date at which the maximum offering amount of all Series Interests has been sold, (ii) the date which is three years from the date the Offering Statement was initially qualified by the Commission, or (iii) any date on which our Managing Member elects to terminate this offering in its sole discretion. If the offering terminates or if any prospective investor’s subscription is rejected, all funds received from such investors will be promptly returned without interest or deduction.

Risks Related to the Real Estate Market

A Series’ real estate and real estate-related assets will be subject to the risks typically associated with real estate. The properties a Series acquires will be subject to the risks typically associated with the travel industry and real estate, which may be adversely affected by a number of risks, including:

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In 2020, the outbreak of the COVID-19 pandemic caused drastic reductions in travel generally as countries, and many states in the United States, imposed stay at home orders and adopted social distancing measures. Through travel has since resumed, it remains subject to restrictions, including mask mandates and restrictions on international travel that time, which could continue to dampen the level of travel both within the United States and internationally. The value of each Series is also related to its ability to generate cash flow and net income, which in turn depends on the amount of booking revenue or other income that can be generated net of expenses required to be incurred with respect to the property. Many expenditures associated with properties (such as operating expenses and capital expenditures) cannot be reduced when there is a reduction in income from the properties.

We face possible risks associated with natural disasters and the physical effects of climate change, which may include more frequent or severe storms, hurricanes, flooding, rising sea levels, shortages of water, droughts and wildfires, any of which could have a material adverse effect on our business, results of operations, and financial condition. To the extent climate change causes changes in weather patterns, our coastal destinations could experience increases in storm intensity and rising sea-levels causing damage to our properties and result in reduced bookings at these properties. Climate change may also affect our business by increasing the cost of, or making unavailable, property insurance on terms we find acceptable in areas most vulnerable to such events, increasing operating costs, including the cost of water or energy, and requiring us to expend funds to repair and protect our properties in connection with such events. Any of the foregoing could have a material adverse effect on our business, results of operations, and financial condition. 

The performance of any real estate asset is likely to fluctuate significantly due to seasonality. The performance of any vacation rental property is likely to fluctuate significantly during the course of a year, reflecting periods of lower or higher demand depending on the location of the property. We may experience declines in occupancy rates and revenues during low seasons, while costs and expenses do not decline at the same rate, if at all, which could have a material adverse effect on our profitability, cash flow and ability to make distributions to investors.

The underlying value and performance of any real estate asset will fluctuate with general and local economic conditions. The successful operation of any real estate asset is significantly related to general and local economic conditions. Periods of economic slowdown or recession, significantly rising interest rates, declining employment levels, decreasing demand for vacation rentals, declining real estate values, or the public perception that any of these events may occur, can result in reductions in the underlying value of any asset and result in poor economic performance. In such cases, investors may lose the full value of their investment, or may not experience any distributions from the real estate asset.

The market in which a Series participates is competitive and, if it does not compete effectively, its operating results could be harmed. Each Series competes with many others engaged in real estate in general and vacation rental operating activities in particular, including but not limited to individuals, corporations, bank and insurance company investment accounts, real estate investment trusts, and private real estate funds. In particular, each Series intends to list its vacation rental properties through established vacation rental booking platforms, such as AirBNB and Vrbo, and a Series’ properties will compete will all other properties listed in those sites in the vicinity of a Series’ property, as well as other traditional accommodations such as hotels which may have built-in client bases and significantly greater resources and the ability to withstand economic downturns or off-peak vacancies. This market is competitive and rapidly changing. Significant increases in the number of listings for short-term vacation rentals in the geographic areas where the Series’ properties are located, if not met by a similar increase in demand for short-term rentals, is likely to cause downward pressure on rental rates and, potentially, impact to value of the Underlying Asset. The company expects competition to persist and intensify in the future, which could harm its ability to generate sufficient rental income from its vacation properties or acquire additional properties on terms that investors find to be reasonable.

Each Series will be dependent on the vacation rental platforms through which it lists its properties. Each Series intends to promote its vacation rental properties through vacation rental booking platforms such as AirBNB and Vrbo and will rely on these platforms to facilitate bookings, communications with renters, collection of rental amounts and taxes, and to remit those payments appropriately. If these platforms were to experience disruptions or fail to meet users expectations, our business could suffer. Furthermore, if one or more of these platforms were to cease operations or to reject our listing, we may have difficulty renting our vacation property, which could have a material adverse effect on our results, profitability and the ability to make distributions to investors.

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A vacation rental property could be difficult to sell, which could diminish the return on the Underlying Assets. A vacation rental property may incur losses due to extended periods of vacancy and may suffer reduced revenues resulting in less cash available for distribution to its investors. In addition, the resale value of the Underlying Assets could be diminished if the market value of the Underlying Assets declines, due to a decrease in cash flow generated by property or decline in real estate market values. Such a reduction in the resale value of a property could also reduce the value of investors Series Interests.

The Managing Member may decide to sell property which could conflict with an investor’s interests. The Managing Member may determine when to sell any property at any time in accordance with the management rights afforded to the Managing Member. Investors will not have a say in this decision. The timing and decision to sell a property may conflict with investors personal interests, beliefs or theories regarding the real estate market. Further, it is possible the sale was not done at an optimal time. In any case, investors would not have any cause of action against the company or Managing Member for such sales.

A decline in general economic conditions in the markets in which each property is located or in the United States generally could lead to a decrease in bookings, cancellations and lower rental rates in those markets. As a result of these trends, the company may reduce revenue, potentially resulting in losses and lower resale value of properties, which may reduce your return.

Lawsuits may arise between a Series and its tenants resulting in lower cash distributions to investors. Disputes between landlords and tenants are common. These disputes may escalate into legal action from time to time. In the event a lawsuit arises between the company and a tenant it is likely that the company will see an increase in costs. Accordingly, cash distributions to investors may be affected.

Costs imposed pursuant to governmental laws and regulations may reduce a Series’ net income and the cash available for distributions to its investors. Short-term rental homes are subject to various covenants and local laws and regulatory requirements, including permitting, licensing and zoning requirements. Local regulations, including municipal or local ordinances, restrictions and restrictive covenants imposed by community developers may restrict a Series’ use of a property and may require a Series to obtain approval from local officials or community standards organizations at any time with respect to its properties, including prior to acquiring any property or when undertaking renovations of any property. Real property and the operations conducted on real property are also subject to federal, state and local laws and regulations relating to protection of the environment and human health. A Series could be subject to liability in the form of fines, penalties or damages for noncompliance with these laws and regulations. These laws and regulations generally govern wastewater discharges, air emissions, the operation and removal of underground and above-ground storage tanks, the use, storage, treatment, transportation and disposal of solid and hazardous materials, the remediation of contamination associated with the release or disposal of solid and hazardous materials, the presence of toxic building materials and other health and safety-related concerns. Some of these laws and regulations may impose joint and several liability on the tenants, owners or operators of real property for the costs to investigate or remediate contaminated properties, regardless of fault, whether the contamination occurred prior to purchase, or whether the acts causing the contamination were legal. Activities of the company’s tenants, the condition of properties at the time the company buys them, operations in the vicinity of its properties, such as the presence of underground storage tanks, or activities of unrelated third parties may affect its properties. The presence of hazardous substances, or the failure to properly manage or remediate these substances, may hinder the company’s ability to sell, rent or pledge such property as collateral for future borrowings. Any material expenditures, fines, penalties or damages the company must pay will reduce its ability to make distributions and may reduce the value of your investment.

The costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property or of paying personal injury or other damage claims could reduce the amounts available for distribution to the company’s investors. Under various federal, state and local environmental laws, ordinances and regulations, a current or previous real property owner or operator may be liable for the cost of removing or remediating hazardous or toxic substances on, under or in such property. These costs could be substantial. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Environmental laws also may impose liens on property or restrictions on the manner in which property may be used or businesses may be operated, and these

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restrictions may require substantial expenditures or prevent us booking the property. Environmental laws provide for sanctions for noncompliance and may be enforced by governmental agencies or, in certain circumstances, by private parties. Certain environmental laws and common law principles could be used to impose liability for the release of and exposure to hazardous substances, including asbestos-containing materials and lead-based paint. Third parties may seek recovery from real property owners or operators for personal injury or property damage associated with exposure to released hazardous substances and governments may seek recovery for natural resource damage. The costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injury, property damage or natural resource damage claims could reduce or eliminate the amounts available for distribution to you.

Costs associated with complying with the Americans with Disabilities Act may decrease cash available for distributions. Each Underlying Asset may be subject to the Americans with Disabilities Act of 1990, as amended, or the ADA. Under the ADA, all places of public accommodation are required to comply with federal requirements related to access and use by disabled persons. The ADA has separate compliance requirements for “public accommodations” and “commercial facilities” that generally require that buildings and services be made accessible and available to people with disabilities. The ADA’s requirements could require removal of access barriers and could result in the imposition of injunctive relief, monetary penalties or, in some cases, an award of damages. Any funds used for ADA compliance will reduce the company’s net income and the amount of cash available for distributions to investors.

Uninsured losses relating to real property or excessively expensive premiums for insurance coverage could reduce a Series’ cash flows and the return on investment. There are types of losses, generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, floods, hurricanes, pollution or environmental matters, that are uninsurable or not economically insurable, or may be insured subject to limitations, such as large deductibles or co-payments. Insurance risks associated with potential acts of terrorism could sharply increase the premiums the company pays for coverage against property and casualty claims. Additionally, to the extent a Series finances the acquisition of an Underlying Asset, mortgage lenders in some cases insist that property owners purchase coverage against flooding as a condition for providing mortgage loans. Such insurance policies may not be available at reasonable costs, which could inhibit the company’s ability to finance or refinance its properties if so required. In such instances, the company may be required to provide other financial support, either through financial assurances or self-insurance, to cover potential losses. A Series may not have adequate coverage for such losses. If any of the properties incur a casualty loss that is not fully insured, the value of the assets will be reduced by any such uninsured loss, which may reduce the value of investor interests. In addition, other than any working capital reserve or other reserves the company may establish, the company has no additional sources of funding to repair or reconstruct any uninsured property. Also, to the extent a Series must pay unexpectedly large amounts for insurance, it could suffer reduced earnings that would result in lower distributions to investors.

Risks Related to Forum Selection and Jury Waivers

Investors will be subject to the terms of the Subscription Agreement. As part of this investment, each investor will be required to agree to the terms of the Subscription Agreement included as Exhibit 4 to the Offering Statement of which this Offering Circular is part. The Subscription Agreement requires investors to indemnify the company for any claim of brokerage commissions, finders’ fees, or similar compensation. Legal conflicts relating to the Subscription Agreement will likely be heard in Delaware courts and will be governed by under Delaware law.

Investors in this offering may not be entitled to a jury trial with respect to claims arising under the Subscription Agreement or Operating Agreement, which could result in less favorable outcomes to the plaintiff(s) in any action under these Agreements. Investors in this offering will be bound by the Subscription Agreement and the Operating Agreement, both of which include a provision under which investors waive the right to a jury trial of any claim, other than claims arising under federal securities laws, that they may have against the company arising out of or relating to these agreement. By signing these agreements, the investor warrants that the investor has reviewed this waiver with his or her legal counsel, and knowingly and voluntarily waives the investor’s jury trial rights following consultation with the investor’s legal counsel.

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If you bring a claim against the company in connection with matters arising under the Subscription Agreement or Operating Agreement, other than claims under the federal securities laws, you may not be entitled to a jury trial with respect to those claims, which may have the effect of limiting and discouraging lawsuits against the company. If a lawsuit is brought against the company under one of those agreements, 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.

In addition, when the Series Interests are transferred, the transferee is required to agree to all the same conditions, obligations, and restrictions applicable to the Series Interests or to the transferor with regard to ownership of the Series Interests that were in effect immediately prior to the transfer of the Series Interests, including the Subscription Agreement and the Operating Agreement.

The company’s Operating Agreement and Subscription Agreement each include a forum selection provision, which could result in less favorable outcomes to the plaintiff(s) in any action against our company.

The Operating Agreement of Here Collection includes a forum selection provision that requires any suit, action, or proceeding seeking to enforce any provision of or based on any matter arising out of or in connection with the Operating Agreement, or the transactions contemplated thereby, other than matters arising under the federal securities laws, be brought in state or federal court of competent jurisdiction located within the State of Delaware. Our Subscription Agreement for each manner of investing and class of security includes a forum selection provision that requires any suit, action, or proceeding arising from the Subscription Agreement, other than matters arising under the federal securities laws, be brought in a state of federal court of competent jurisdiction located within the State of Delaware. These forum selection provisions 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.

Risks Related to Covid-19

A Series’ results of operations may be negatively impacted by the coronavirus outbreak. In December 2019, a novel strain of coronavirus, or COVID-19, was reported to have surfaced in Wuhan, China. COVID-19 has spread to many countries, including the United States, and was declared to be a pandemic by the World Health Organization. Efforts to contain the spread of COVID-19 have intensified, and the U.S., Europe, and Asia have implemented severe travel restrictions and social distancing. The full impacts of the outbreak are unknown and rapidly evolving. Reduced demand for travel, whether as a result of regulatory restrictions or the fear of risks that travel may cause, may adversely impact the company’s and each Series’ revenue and financial condition. A widespread health crisis has adversely affected and could continue to affect the global economy, resulting in an economic downturn that could also negatively impact the company’s and each Series’ revenue and financial condition, as well as the value of the Series Interests and investor demand for the Series Interests generally.

The continued spread of COVID-19 has also led to severe disruption and volatility in the global capital markets, which could increase the company’s cost of capital and adversely affect its ability to access the capital markets in the future. The continued spread of COVID-19 could cause a further economic slowdown or recession or cause other unpredictable events, each of which could adversely affect Here’s business, results of operations, or financial condition.

The extent to which COVID-19 affects the company’s financial results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the COVID-19 outbreak and the actions to contain the outbreak or treat its impact, among others. Moreover, the COVID-19 outbreak has had and may continue to have indeterminable adverse effects on travel, general commercial activity and the world economy, and the company’s business and results of operations could be adversely affected to the extent that COVID-19 or any other pandemic harms the global economy generally.

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Actual or threatened epidemics, pandemics, outbreaks, or other public health crises may adversely affect a Series’ business. A Series’ business could be materially and adversely affected by the risks, or the public perception of the risks, related to an epidemic, pandemic, outbreak, or other public health crisis, such as the recent outbreak of novel coronavirus, or COVID-19. The risk, or public perception of the risk, of a pandemic or media coverage of infectious diseases could adversely affect the company’s and each Series’ business and financial condition. “Shelter-in-place” or other such orders by governmental entities would further negatively impact the company’s and each Series’ business and could also disrupt the company’s operations if employees, who cannot perform their responsibilities from home, are not able to report to work.

Dilution means a reduction in value, control, or earnings of the Series Interests the investor owns.

Investors in this offering will be acquiring Series Interests of a Series of the company and the economic rights of each Series Interest will be based on the corresponding Underlying Asset of that Series. As such, investors will not experience dilution except as a result of the sale of additional Series Interests of the Series to which they have subscribed.

We are offering, on a best efforts basis, Series Interests of each of the open Series of our company in the “Series Offering Table” above. The offering price for each Series was determined by our Manager.

The company plans to market the securities directly on a “best efforts” basis. The company intends to use its website and an offering landing page to offer the Series Interests to eligible investors. The officers, directors, employees, and advisors of the company or its Managing Member may participate in the offering. When applicable, the company intends to prepare written materials and respond to investors after the investors initiate contact with the company, however no officers, directors, employees or advisors to the company or its Managing Member will orally solicit investors.

The Offering Circular will be furnished to prospective investors in this offering via download 24 hours a day, 7 days a week on the company’s website www.here.co. Prospective investors may subscribe for the Series Interests in this offering only through the website. In order to subscribe to purchase Series Interests, a prospective investor must electronically complete, sign and deliver to us an executed Subscription Agreement like the one filed as an exhibit to the Offering Statement, of which this Offering Circular is part, and provide funds for its subscription amount in accordance with the instructions provided therein.

We reserve the right to reject any investor’s subscription in whole or in part for any reason. If the offering terminates or if any prospective investor’s subscription is rejected, all funds received from such investors will be promptly returned without interest or deduction.

Further, pursuant to Section 6 in the applicable Series Interest Subscription Agreement, the subscriptions are irrevocable by the investor.

After each closing, funds tendered by investors will be available to the company for its use. At the initial closing, Here, our Managing Member, must purchase a minimum of between 0.10% to 1.0% and may purchase a maximum of 51% of Series Interests through the Offering, or such other minimum and maximum percentage amount as set forth in the applicable Series Certificate of Designation.

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We will conduct separate closings with respect to each offering of Series Interests. The termination of an offering for a Series will occur on the earliest to occur of (i) the date subscriptions for the maximum number of Series Interests offered for a Series have been accepted or (ii) a date determined by our Managing Member in its sole discretion. The company intends to create additional Series that may be added to this offering only upon qualification of an amendment to the Offering Statement of which this Offering Circular forms a part. The offering of Series Interests pursuant to the Offering Statement will terminate upon the earlier of (i) the date at which the maximum offering amount of all Series Interests has been sold, (ii) the date which is three years from the date the Offering Statement was initially qualified by the Commission, or (iii) any date on which our Managing Member elects to terminate this offering in its sole discretion.

The company may, in its sole discretion, undertake one or more closings on a rolling basis, and intends to effect a closing every 7 days. After each closing, funds tendered by investors will be available to the company and the company will issue the Series Interests to investors. An investor will become a member of the company, including for tax purposes, and the Series Interests will be issued, as of the date of settlement. Settlement will not occur until an investor’s funds have cleared and the company accepts the investor as a member. Not all investors will receive their Series Interests on the same date.

The company has also engaged Dalmore Group, LLC (“Dalmore”) a broker-dealer registered with the SEC and a member of FINRA, to perform the following administrative and compliance related functions in connection with this offering, but not for underwriting or placement agent services:

As compensation for the services listed above, the company has agreed to pay Dalmore a commission equal to 1% of the amount raised in the offering to support the offering on all newly invested funds after the issuance of a No Objection Letter by FINRA. In addition, the company has paid Dalmore a $5,000 one-time advance expense allowance to cover reasonable out-of-pocket accountable expenses actually anticipated to be incurred by Dalmore in connection with this offering. Dalmore will refund any amount related to this expense allowance to the extent it is not used, incurred or provided to the company. The company has also paid Dalmore a one-time consulting fee of $20,000 to provide ongoing general consulting services relating to this offering such as coordination with third party vendors and general guidance with respect to the offering, which was paid following qualification of this offering by the SEC and the receipt of a No Objection Letter from FINRA. Assuming the offering is fully-subscribed, the company estimates that total fees due to pay Dalmore, including the one-time advance expense allowance fee of $5,000 and consulting fee of $20,000, would be $25,000 plus 1% of the aggregate of offering amounts of all Series shown on the cover page of this Offering Circular.

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Process of Subscribing

Investors will be required to complete a Subscription Agreement in order to invest. The Subscription Agreement includes a representation by the investor to the effect that, if the investor is not an “accredited investor” as defined under securities law, the investor is investing an amount that does not exceed the greater of 10% of their annual income or 10% of their net worth (excluding the investor’s principal residence).

To subscribe for the Series Interests, each prospective investor must:

Any potential investor will have ample time and is advised to review the Subscription Agreement, along with their counsel, prior to making any final investment decision.

Once the minimum offering amount is reached, the company may close on investments on a “rolling” basis (so not all investors will receive their Series Interests on the same date). Investors may subscribe by tendering funds by check, wire transfer, or ACH transfer to an account maintained by the Escrow Agent until the company has accepted the investor’s subscription. Upon closing, funds tendered by investors will be made available by the Escrow Agent to the company for its use. The company has the right to refuse to sell the Series Interests to any prospective investor for any reason in its sole discretion, including, without limitation, if such prospective investor does not promptly supply all information requested by the company in connection with such prospective investor subscription. The minimum subscription by an investor is 100 Series Interests and the maximum subscription by any investor is for Series Interests representing 19.9% of the total Series Interests of a particular Series, although such minimum and maximum thresholds may be waived or modified by our Managing Member in its sole discretion. See “Plan of Distribution” for additional information.

Escrow Agent 

The company has entered into an Escrow Agreement with Atlantic Capital Bank, N.A. (the “Escrow Agent”). Investor funds will be held by the Escrow Agent pending closing or termination of the offering. All subscribers will be instructed by the company or its agents to transfer funds by check, wire transfer or ACH transfer directly to the escrow account established for this offering. The company may terminate the offering at any time for any reason at its sole discretion. Investors should understand that acceptance of their funds into escrow does not necessarily result in their receiving Series Interests; escrowed funds may be returned.

The Escrow Agent is not participating as an underwriter or placement agent or sales agent of this offering and will not solicit any investment in the company, recommend the company’s securities or provide investment advice to any prospective investor, and no communication through any medium, including any website, should be construed as such, or distribute this Offering Circular or other offering materials to investors. The use of the Escrow Agent’s technology should not be interpreted and is not intended as an endorsement or recommendation by it of the company or this offering. All inquiries regarding this offering or escrow should be made directly to the company.

For its services, the Escrow Agent will receive fees of approximately $15,000, assuming the maximum offering amount is raised in this offering.

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Transfer Agent

The company has entered into an agreement with Colonial Stock Transfer Company, Inc. (“Colonial”) whereby Colonial has agreed to act as our transfer agent.

Custodian Account

Investors have agreed that immediately upon the close of the primary offering, their shares will be transferred into brokerage accounts opened with Templum Markets LLC (“Templum”). Templum has a clearing relationship with DriveWealth, LLC whereby DriveWealth, LLC custodies all cash and securities for customers of Templum.

Selling Security holders

No securities are being sold for the account of security holders; all net proceeds of this offering will go to the company.

Forum Selection Provision

The Subscription Agreement that investors will execute in connection with the offering and the Operating Agreement each include a forum selection provision that requires any claims against the company based on such agreements to be brought in a state or federal court of competent jurisdiction in the State of Delaware for the purpose of any suit, action or other proceeding arising out of or based upon such agreements, excluding any claims under federal securities laws. Although the company believes the provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies and in limiting the company’s litigation costs, to the extent it is enforceable, the forum selection provision may limit investors’ ability to bring claims in judicial forums that they find favorable to such disputes and may discourage lawsuits with respect to such claims. The company has adopted the provision to limit the time and expense incurred by its management to challenge any such claims. As a company with a small management team, this provision allows its management team to not lose a significant amount of time travelling to various forums so they may continue to focus on operations of the company.

Jury Trial Waiver

The Subscription Agreement and Operating Agreement that investors will execute in connection with the offering provides that subscribers waive the right to a jury trial of any claim they may have against us arising out of or relating to the Agreement, excluding any claim under federal securities laws. By signing the Subscription Agreement, an investor will warrant that the investor has reviewed this waiver with the investor’s legal counsel, and knowingly and voluntarily waives his or her jury trial rights following consultation with the investor’s legal counsel. If the company 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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Series #4

Assuming a maximum raise of $568,723, and after deducting brokerage commissions of $5,687.23 (representing fees to Dalmore but excluding other offering expenses that will be apportioned among all Series as discussed in footnote 4 below), the net proceeds of this offering of Series #4 Interests would be approximately $563,035.77. The table below sets forth the uses of proceeds of the company’s Series #4 Interests.

The minimum offering amount is $470,480, which is expected to result in $465,775 of net proceeds after deducting brokerage commissions, which will be sufficient to cover commissions, the net property purchase price (including closing costs and loan costs) and expected capital expenditures, repairs and furnishings. If we fail to raise at least the minimum offering amount prior to the close of the property, Here may provide a loan to Series #4 to fund other property acquisition expenses, which would be repaid with the proceeds from the offering, with additional proceeds applied to the service fee. The company may choose to expense the balance of the service fee, which would be deducted from revenues generated by the Series #4 property, or Here may increase its investment in Series #4 Interests to cover the balance of the service fee.

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Series #6

Assuming a maximum raise of $512,176.77, and after deducting brokerage commissions of $5,212.77 (representing fees to Dalmore but excluding other offering expenses that will be apportioned among all Series as discussed in footnote 4 to “Use of Proceeds – Series #4” above), the net proceeds of this offering of Series #6 Interests would be approximately $507,055.00. The table below sets forth the uses of proceeds of the company’s Series #6 Interests.

The minimum offering amount is $404,505, which is expected to result in $400,460 of net proceeds after deducting brokerage commissions, which will be sufficient to cover commissions, the net property purchase price (including closing costs and loan costs) and expected repairs and furnishings. If we fail to raise at least the minimum offering amount, Here may provide a loan to Series #6 to fund other property acquisition expenses, which would be repaid with the proceeds from the offering, with additional proceeds applied to the service fee. The company may choose to expense the balance of the service fee, which would be deducted from revenues generated by the Series #6 property, or Here may increase its investment in Series #6 Interests to cover the balance of the service fee. 

Series #7

Assuming a maximum raise of $1,189,570.71, and after deducting brokerage commissions of $11,895.71 (representing fees to Dalmore but excluding other offering expenses that will be apportioned among all Series as discussed in footnote 4 to “Use of Proceeds – Series #4” above), the net proceeds of this offering of Series #7 Interests would be approximately $1,177,675.00. The table below sets forth the uses of proceeds of the company’s Series #7 Interests.

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The minimum offering amount is $941,313, which is expected to result in $931,900 of net proceeds after deducting brokerage commissions, which will be sufficient to cover commissions, the net property purchase price (including closing costs and loan costs) and expected repairs and furnishings. If we fail to raise at least the minimum offering amount, Here may provide a loan to Series #7to fund other property acquisition expenses, which would be repaid with the proceeds from the offering, with additional proceeds applied to the service fee. The company may choose to expense the balance of the service fee, which would be deducted from revenues generated by the Series #7 property, or Here may increase its investment in Series #7 Interests to cover the balance of the service fee. 

Series #8

Assuming a maximum raise of $558,383.84, and after deducting brokerage commissions of $5,583.84 (representing fees to Dalmore but excluding other offering expenses that will be apportioned among all Series as discussed in footnote 4 to “Use of Proceeds – Series #4” above), the net proceeds of this offering of Series #8 Interests would be approximately $552,800.00. The table below sets forth the uses of proceeds of the company’s Series #8 Interests.

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The minimum offering amount is $423,400, which is expected to result in $427,676 of net proceeds after deducting brokerage commissions, which will be sufficient to cover commissions, the net property purchase price (including closing costs and loan costs) and expected repairs and furnishings. If we fail to raise at least the minimum offering amount, Here may provide a loan to Series #8 to fund other property acquisition expenses, which would be repaid with the proceeds from the offering, with additional proceeds applied to the service fee. The company may choose to expense the balance of the service fee, which would be deducted from revenues generated by the Series #8 property, or Here may increase its investment in Series #8 Interests to cover the balance of the service fee. 

Series #9

Assuming a maximum raise of $883,282.83, and after deducting brokerage commissions of $8,832.83 (representing fees to Dalmore but excluding other offering expenses that will be apportioned among all Series as discussed in footnote 4 to “Use of Proceeds – Series #4” above), the net proceeds of this offering of Series #9 Interests would be approximately $8,832.83. The table below sets forth the uses of proceeds of the company’s Series #9 Interests.

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The minimum offering amount is $693,232, which is expected to result in $686,300 of net proceeds after deducting brokerage commissions, which will be sufficient to cover commissions, the net property purchase price (including closing costs and loan costs) and expected repairs and furnishings. If we fail to raise at least the minimum offering amount, Here may provide a loan to Series #9 to fund other property acquisition expenses, which would be repaid with the proceeds from the offering, with additional proceeds applied to the service fee. The company may choose to expense the balance of the service fee, which would be deducted from revenues generated by the Series #9 property, or Here may increase its investment in Series #9 Interests to cover the balance of the service fee. 

Series #10

Assuming a maximum raise of $1,204,434.34, and after deducting brokerage commissions of $12,044.34 (representing fees to Dalmore but excluding other offering expenses that will be apportioned among all Series as discussed in footnote 4 to “Use of Proceeds – Series #4” above), the net proceeds of this offering of Series #10 Interests would be approximately $1,192,390.00. The table below sets forth the uses of proceeds of the company’s Series #10 Interests.

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The minimum offering amount is $908,838, which is expected to result in $899,750 of net proceeds after deducting brokerage commissions, which will be sufficient to cover commissions, the net property purchase price (including closing costs and loan costs) and expected repairs and furnishings. If we fail to raise at least the minimum offering amount, Here may provide a loan to Series #10 to fund other property acquisition expenses, which would be repaid with the proceeds from the offering, with additional proceeds applied to the service fee. The company may choose to expense the balance of the service fee, which would be deducted from revenues generated by the Series #10 property, or Here may increase its investment in Series #10 Interests to cover the balance of the service fee. 

Series #11

Assuming a maximum raise of $1,445,454.55, and after deducting brokerage commissions of $14,454.55 (representing fees to Dalmore but excluding other offering expenses that will be apportioned among all Series as discussed in footnote 4 to “Use of Proceeds – Series #4” above), the net proceeds of this offering of Series #11 Interests would be approximately $1,431,000.00. The table below sets forth the uses of proceeds of the company’s Series #11 Interests.

The minimum offering amount is $1,121,212, which is expected to result in $1,110,000 of net proceeds after deducting brokerage commissions, which will be sufficient to cover commissions, the net property purchase price (including closing costs and loan costs) and expected repairs and furnishings. If we fail to raise at least the minimum offering amount, Here may provide a loan to Series #11 to fund other property acquisition expenses, which would be repaid with the proceeds from the offering, with additional proceeds applied to the service fee. The company may choose to expense the balance of the service fee, which would be deducted from revenues generated by the Series #11 property, or Here may increase its investment in Series #11 Interests to cover the balance of the service fee. 

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Series #13

Assuming a maximum raise of $850,498 and after deducting brokerage commissions of $8,505 (representing fees to Dalmore but excluding other offering expenses that will be apportioned among all Series as discussed in footnote 4 to “Use of Proceeds – Series #4” above), the net proceeds of this offering of Series #13 Interests would be approximately $841,993. The table below sets forth the uses of proceeds of the company’s Series #13 Interests.

The minimum offering amount is $646,459.00, which is expected to result in $639,995.00 of net proceeds after deducting brokerage commissions, which will be sufficient to cover commissions, the net property purchase price (including closing costs and loan costs) and expected repairs and furnishings. If we fail to raise at least the minimum offering amount, Here may provide a loan to Series #13 to fund other property acquisition expenses, which would be repaid with the proceeds from the offering, with additional proceeds applied to the service fee. The company may choose to expense the balance of the service fee, which would be deducted from revenues generated by the Series #13 property, or Here may increase its investment in Series #13 Interests to cover the balance of the service fee. 

Series #14

Assuming a maximum raise of $946,869, and after deducting brokerage commissions of $9,469 (representing fees to Dalmore but excluding other offering expenses that will be apportioned among all Series as discussed in footnote 4 to “Use of Proceeds – Series #4” above), the net proceeds of this offering of Series #14 Interests would be approximately $937,400. The table below sets forth the uses of proceeds of the company’s Series #14 Interests.

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The minimum offering amount is $721,212.00, which is expected to result in $714,000.00 of net proceeds after deducting brokerage commissions, which will be sufficient to cover commissions, the net property purchase price (including closing costs and loan costs) and expected repairs and furnishings. If we fail to raise at least the minimum offering amount, Here may provide a loan to Series #14 to fund other property acquisition expenses, which would be repaid with the proceeds from the offering, with additional proceeds applied to the service fee. The company may choose to expense the balance of the service fee, which would be deducted from revenues generated by the Series #14 property, or Here may increase its investment in Series #14 Interests to cover the balance of the service fee. 

General

The company reserves the right to change the above use of proceeds for any Series if management believes it is in the best interests of the company.

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Overview

Here Collection was organized in the State of Delaware on June 15, 2021, as a wholly owned subsidiary of Here. Here Collection is an investment vehicle that intends to enable investors to own fractional ownership of a specific vacation rental property. This lowers the cost-of-entry and minimizes the time commitment for real estate investing. An investment in the company entitles the investor to the potential economic benefits normally associated with direct property ownership, while requiring no investor involvement in asset or property management. We intend to treat each Series as a separate entity for U.S. federal income tax purposes. In addition, we intend that each Series will be treated as a corporation for U.S. federal income tax purposes.

The company intends to establish separate Series for the holding of vacation rental properties to be acquired by the company. Notably, the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular Series of the company will be enforceable against the assets of the applicable Series only, and not against the assets of the company. In addition, Here Collection will manage all Underlying Assets related to the various Series including the sales of property, property vacation bookings, maintenance and insurance.

As discussed in further in the Operating Agreement of Here Collection, Here is the Managing Member of Here Collection. Here was incorporated in the State of Delaware on February 22, 2021. Here is a real estate investment platform that allows individual investors to have direct access to quality vacation rental estate investment opportunities and invest in individual vacation rental properties.

Intended Business Process

Generally, the company and Here intend to arrange for the purchase of a specific residential property either directly by the Series or by Here or one of its wholly owned subsidiaries, as described below:

If the purchase agreement for the property does not include a financing condition or the financing contingency has expired and the closing for the property occurs prior to sufficient minimum proceeds being received, Here or an affiliate may provide a loan to the Series to finance all or part of the purchase price of the property that would be repaid with the proceeds of the offering. Intercompany loans between Here or an affiliate of Here, on the one hand, and a Series, on the other hand, would generally have the following terms:

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Property Overview

Series #4

Here Collection established Series #4 for the purpose of acquiring the property at 4726 Avenida La Flora Desierta, Joshua Tree, CA 92252 (the “Joshua Tree Property”) pursuant to a California Residential Purchase Agreement (the “Joshua Tree Purchase Agreement”) that was assigned to Series #4 by HCO 1 LLC, an affiliate of Here, the company’s Managing Member. The Joshua Tree Purchase Agreement was contingent on completion of a property investigation by the buyer, which has been completed by Here. The sellers of the property are unaffiliated third parties and the property was used as a private residence, not a rental property.

Here and the company completed the purchase of the Joshua Tree Property by Series #4 on June 10, 2022. As a result, the Joshua Tree Purchase Agreement was assigned to Series #4 and Series #4 closed on the property with funding provided by a $530,400 mortgage loan from Certain Lending, Inc., which matures in one year and bears interest at a fixed rate of 7.25%, with monthly interest-only payments of $3,204.50 and an interest-free, unsecured intercompany loan provided by Here. Total loan fees for the mortgage loan were $6,299. Here has provided, and will continue to provide, unsecured interest-free intercompany loans to Series #4 as needed for the Series to incur furnishing and repair expenses and capital expenditures to prepare the property for listing pending the initial closing of the sale of Series #4 Interests.

As a result of the increase in the amount of mortgage financing from $489,600 to $530,400, the Net Purchase Price of Property (representing the intercompany loan funded portion of the property purchase price plus funding of closing costs and loan costs) decreased from $355,776 to $314,976, with a corresponding increase in the amount retained for operating reserves. The Series will apply net proceeds to repay the intercompany loans that funded the net purchase price and the portion of capital expenditures and/or the furnishings and repair expenses funded by intercompany loans. As a result of the closing of the property, the Series expects to be able to list the property in advance of the initial closing of its offering of the Series #4 Interests, and potentially generate revenue sooner. If we fail to raise the minimum offering amount, the offering would be withdrawn and Here would be the sole owner of Series #4 Interests.

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Series #6

Here Collection established Series #6 for the purpose of acquiring the property 3903 Mendocino Dr, Galveston, TX 77554 (the “Galveston Property”) pursuant to a Texas Residential Purchase Agreement (the “Galveston Purchase Agreement”) entered into by HCO 1 LLC, an affiliate of Here, the company’s Managing Member. HCO 1, LLC intends to assign the Galveston Purchase Agreement to an entity wholly owned by Series #6. The Galveston Purchase Agreement was contingent on completion of a property investigation by the buyer, which has been completed by Here. The sellers of the property are unaffiliated third parties and the property was used as a private residence, not a rental property.

Here and the company intend to complete the purchase of the Galveston Property by Series #6 (if the Purchase Agreement has been assigned prior to the closing) by September 20, 2022; however, there can be no assurances that the closing will take place by that date, or at all. Series #6 expects to close on the property with funding provided by (i) a $324,500 mortgage loan from Marshall Reddick Real Estate (“Marshall Reddick”), an unaffiliated third party, which is expected to have a three-year maturity and bear interest at a fixed rate of 7.0%, with monthly interest-only payments of $1,892.92 and (ii) an interest-free, unsecured intercompany loan provided by Here as described below. Total loan fees for the mortgage loan are expected to be approximately $6,490. We do not yet have a commitment from Marshall Reddick with respect to the mortgage loan or its terms, and there can be no assurances that we will be able to obtain a mortgage loan on the terms described herein or at all from Marshall Reddick or another lender. In the event we are unable to obtain a mortgage loan on the forgoing terms, we will attempt to secure alternative mortgage financing from a third party or from Here or its affiliates. Here will provide unsecured interest-free intercompany loans to Series #6 as needed for the Series to incur furnishing and repair expenses and capital expenditures to prepare the property for listing pending the initial closing of the sale of Series #6 Interests.

The Series may close on the property at any time, including prior to the closing of the offering. However, there can be no assurances that the Series will close on the property on the timing set forth above, or at all. If the Series is unable to close on the property, due to the failure to sell all the Series Interests being offered under this Offering Circular or any other reason, the offering will be withdrawn and Here would be the sole owner of Series #6 Interests if it is unable to otherwise terminate the Galveston Purchase Agreement. All funds received from investors will be promptly returned without interest or deduction as described under “Plan of Distribution” above. Once the Series closes on the property, the Series may list the property in advance of the closing of its offering of the Series #6 Interests and potentially generate revenue sooner.

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Series #7

Here Collection established Series #7 for the purpose of acquiring the property 24 Tano Vida, Santa Fe, NM 87506 (the “Santa Fe Property”) pursuant to a New Mexico Residential Purchase Agreement (the “Santa Fe Purchase Agreement”) entered into by HCO 1 LLC, an affiliate of Here, the company’s Managing Member. HCO 1, LLC intends to assign the Santa Fe Purchase Agreement to an entity wholly owned by Series #7. The Santa Fe Purchase Agreement was contingent on completion of a property investigation by the buyer, which has been completed by Here. The sellers of the property are unaffiliated third parties and the property was used as a private residence, not a rental property.

Here and the company intend to complete the purchase of the Santa Fe Property by Series #7 (if the Purchase Agreement has been assigned prior to the closing) by September 20, 2022; however, there can be no assurances that the closing will take place by that date, or at all. Series #7 expects to close on the property with funding provided by a (i) $742,500 mortgage loan from Marshall Reddick, an unaffiliated third party, which is expected to have a three-year maturity and bear interest at a fixed rate of 7.0%, with monthly interest-only payments of $4,331.25 and (ii) an interest-free, unsecured intercompany loan provided by Here, as described below. Total loan fees for the mortgage loan are expected to be approximately $14,850. We do not yet have a commitment from Marshall Reddick with respect to the mortgage loan or its terms, and there can be no assurances that we will be able to obtain a mortgage loan on the terms described herein or at all from Marshall Reddick or another lender. In the event we are unable to obtain a mortgage loan on the forgoing terms, we will attempt to secure alternative mortgage financing from a third party or from Here or its affiliates. Here will provide unsecured interest-free intercompany loans to Series #7 as needed for the Series to incur furnishing and repair expenses and capital expenditures to prepare the property for listing pending the initial closing of the sale of Series #7 Interests.

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The Series may close on the property at any time, including prior to the closing of the offering. However, there can be no assurances that the Series will close on the property on the timing set forth above, or at all. If the Series is unable to close on the property, due to the failure to sell all the Series Interests being offered under this Offering Circular or any other reason, the offering will be withdrawn and Here would be the sole owner of Series #7 Interests if it is unable to otherwise terminate the Santa Fe Purchase Agreement. All funds received from investors will be promptly returned without interest or deduction as described under “Plan of Distribution” above. Once the Series closes on the property, the Series may list the property in advance of the closing of its offering of the Series #7 Interests and potentially generate revenue sooner.  

Series #8

Here Collection established Series #8 for the purpose of acquiring the property 326 Tanglewood Cv, Blue Ridge, GA 30513 (the “Tanglewood Property”) pursuant to a Georgia Residential Purchase Agreement (the “Tanglewood Purchase Agreement”) entered into by HCO 1 LLC, an affiliate of Here, the company’s Managing Member. HCO 1, LLC intends to assign the Tanglewood Purchase Agreement to an entity wholly owned by Series #8. The Tanglewood Purchase Agreement was contingent on completion of a property investigation by the buyer, which has been completed by Here. The sellers of the property are unaffiliated third parties and the property was used as a private residence, not a rental property.

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Here and the company intend to complete the purchase of the Tanglewood Property by Series #8 (if the Purchase Agreement has been assigned prior to the closing) by September 20, 2022; however, there can be no assurances that the closing will take place by that date, or at all. Series #8 expects to close on the property with funding provided by (i) a $320,000 mortgage loan from Certain Lending, Inc., an unaffiliated third party, which is expected to have a one year maturity and bear interest at a fixed rate of 10.0%, with monthly interest-only payments of $2,666.67 and (ii) an interest-free, unsecured intercompany loan provided by Here. Total loan fees for the mortgage loan are expected to be approximately $14,850. We do not yet have a commitment from Certain Lending, Inc. with respect to the mortgage loan or its terms, and there can be no assurances that we will be able to obtain a mortgage loan on the terms described herein or at all from Certain Lending, Inc. or another lender. In the event we are unable to obtain a mortgage loan on the forgoing terms, we will attempt to secure alternative mortgage financing from a third party or from Here or its affiliates. Here will provide unsecured interest-free intercompany loans to Series #8 as needed for the Series to incur furnishing and repair expenses and capital expenditures to prepare the property for listing pending the initial closing of the sale of Series #8 Interests.

The Series may close on the property at any time, including prior to the closing of the offering. However, there can be no assurances that the Series will close on the property on the timing set forth above, or at all. If the Series is unable to close on the property, due to the failure to sell all the Series Interests being offered under this Offering Circular or any other reason, the offering will be withdrawn and Here would be the sole owner of Series #8 Interests if it is unable to otherwise terminate the Tanglewood Purchase Agreement. All funds received from investors will be promptly returned without interest or deduction as described under “Plan of Distribution” above. Once the Series closes on the property, the Series may list the property in advance of the closing of its offering of the Series #8 Interests and potentially generate revenue sooner.