RSE Collection, LLC (Form: 1-A POS, Received: 01/31/2019 11:59:37)

MOTOR VEHICLES & PASSENGER CAR BODIES

250 Lafayette Street

Max Niederste-Ostholt

Cuttone & Company, LLC

DISTRICT OF COLUMBIA

Series #77LE1, a series of RSE Collection, LLC

Aggregate amount: $77,700 Basis of Computing: 2000 LLC Interests at $38.85 per Interest

Rule 506(c) - sale to verified accredited investors of interests in Series #77LE1

Post-Qualification Offering Circular Amendment No. 12

File No. 024-10717

This Post-Qualification Offering Circular Amendment No. 12 (this “PQA”) amends the Post Qualified Offering Circular Amendment No. 10 of RSE Collection LLC, dated November 16, 2018, as qualified on December 06, 2018, and as may be amended and supplemented from time to time (the “Offering Circular”), to add additional securities to be offered pursuant to the Offering Circular. Unless otherwise defined below, capitalized terms used herein shall have the same meanings as set forth in the Offering Circular. See “Incorporation by Reference of Offering Circular” below. An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. To the extent not already qualified under Regulation A, these securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained.

POST QUALIFIED OFFERING CIRCULAR AMENDMENT NO. 12

SUBJECT TO COMPLETION; DATED JANUARY 31, 2019

RSE COLLECTION, LLC

250 LAFAYETTE STREET, 3^RD FLOOR, NEW YORK, NY 10012

(347-952-8058) Telephone Number

www.rallyrd.com

This PQA relates to the offer and sale of series of interest, as described below, to be issued by RSE Collection, LLC (the “Company,” “we,” “us,” or “our”). Unless otherwise defined below, capitalized terms used herein shall have the same meanings as set forth in the Offering Circular. See “Incorporation by Reference of Offering Circular” below.

		Series Membership Interests Overview
		Price to Public	Underwriting Discounts and Commissions (1)(2)(3)	Proceeds to Issuer	Proceeds to Other Persons

Series #69BM1	Per Unit	$57.50		$57.50
	Total Minimum	$103,500		$103,500
	Total Maximum	$115,000		$115,000

Series #85FT1	Per Unit	$82.50		$82.50
	Total Minimum	$148,500		$148,500
	Total Maximum	$165,000		$165,000

Series #88LJ1	Per Unit	$67.50		$67.50
	Total Minimum	$121,500		$121,500
	Total Maximum	$135,000		$135,000

Series #55PS1	Per Unit	$212.50		$212.50
	Total Minimum	$382,500		$382,500
	Total Maximum	$425,000		$425,000

Series #95BL1	Per Unit	$59.25		$59.25
	Total Minimum	$106,650		$106,650
	Total Maximum	$118,500		$118,500

Series #89PS1	Per Unit	$82.50		$82.50
	Total Minimum	$148,500		$148,500
	Total Maximum	$165,000		$165,000

Series #90FM1	Per Unit	$8.25		$8.25
	Total Minimum	$14,850		$14,850
	Total Maximum	$16,500		$16,500


Series #83FB1	Per Unit	$70.00	$70.00
	Total Minimum	$345,000	$345,000
	Total Maximum	$350,000	$350,000

Series #98DV1	Per Unit	$65.00	$65.00
	Total Minimum	$117,000	$117,000
	Total Maximum	$130,000	$130,000

Series #93XJ1	Per Unit	$99.00	$99.00
	Total Minimum	$445,500	$445,500
	Total Maximum	$495,000	$495,000

Series #06FS1	Per Unit	$39.80	$39.80
	Total Minimum	$174,125	$174,125
	Total Maximum	$209,000	$209,000

Series #02AX1	Per Unit	$54.00	$54.00
	Total Minimum	$97,200	$97,200
	Total Maximum	$108,000	$108,000

Series #99LE1	Per Unit	$34.75	$34.75
	Total Minimum	$62,550	$62,550
	Total Maximum	$69,500	$69,500

Series #91MV1	Per Unit	$19.00	$19.00
	Total Minimum	$34,200	$34,200
	Total Maximum	$38,000	$34,200

Series #92LD1	Per Unit	$55.00	$55.00
	Total Minimum	$148,500	$148,500
	Total Maximum	$165,000	$165,000

Series #80LC1	Per Unit	$127.00	$127.00
	Total Minimum	$571,500	$571,500
	Total Maximum	$635,000	$635,000

Series #72FG1	Per Unit	$63.00	$63.00
(4)	Total Minimum	$287,280	$287,280
	Total Maximum	$345,000	$345,000

Series #94DV1	Per Unit	$28.75	$28.75
	Total Minimum	$51,750	$51,750
	Total Maximum	$57,500	$57,500

Series #91GS1	Per Unit	$18.75	$18.75
(5)	Total Minimum	$34,425	$34,425
	Total Maximum	$41,250	$41,250

Series #99FG1	Per Unit	$66.25	$66.25
(5)	Total Minimum	$121,635	$121,635
	Total Maximum	$145,750	$145,750

Series #88PT1	Per Unit	$30.00	$30.00
(5)	Total Minimum	$55,020	$55,020
	Total Maximum	$66,000	$66,000

Series #90ME1	Per Unit	$50.00	$50.00
	Total Minimum	$240,000	$240,000
	Total Maximum	$287,500	$287,500

Series #82AB1	Per Unit	$58.75	$58.75
(5)	Total Minimum	$107,865	$107,865
	Total Maximum	$129,500	$129,500

Series #00FM1	Per Unit	$24.75	$24.75

	Total Minimum	$44,550	$44,550
	Total Maximum	$49,500	$49,500

Series #94LD1	Per Unit	$119.50	$119.50
	Total Minimum	$537,750	$537,750
	Total Maximum	$597,500	$597,500

Series #02BZ1	Per Unit	$65.00	$65.00
	Total Minimum	$175,500	$175,500
	Total Maximum	$195,000	$195,000

Series #88BM1	Per Unit	$47.00	$47.00
	Total Minimum	$126,900	$126,900
	Total Maximum	$141,000	$141,000

Series #11BM1	Per Unit	$42.00	$42.00
	Total Minimum	$75,600	$75,600
	Total Maximum	$84,000	$84,000

Series #03PG1	Per Unit	$48.00	$48.00
	Total Minimum	$129,600	$129,600
	Total Maximum	$144,000	$144,000

Series #06FG1	Per Unit	$64.00	$64.00
	Total Minimum	$288,000	$288,000
	Total Maximum	$320,000	$320,000

Series #72MC1	Per Unit	$62.25	$62.25
	Total Minimum	$112,050	$112,050
	Total Maximum	$124,500	$124,500

Series #65AG1	Per Unit	$59.50	$59.50
	Total Minimum	$160,650	$160,650
	Total Maximum	$178,500	$178,500

Series #76PT1	Per Unit	$63.30	$63.30
	Total Minimum	$170,910	$170,910
	Total Maximum	$189,900	$189,900

Series #63CC1	Per Unit	$63.00	$63.00
	Total Minimum	$113,400	$113,400
	Total Maximum	$126,000	$126,000

Series #65FM1	Per Unit	$41.25	$41.25
	Total Minimum	$74,250	$74,250
	Total Maximum	$82,500	$82,500

Series #61MG1	Per Unit	$68.00	$68.00
	Total Minimum	$306,000	$306,000
	Total Maximum	$340,000	$340,000

Series #82AV1	Per Unit	$59.50	$59.50
	Total Minimum	$267,750	$267,750
	Total Maximum	$297,500	$297,500

Series #91DP1	Per Unit	$79.50	$79.50
	Total Minimum	$357,750	$357,750
	Total Maximum	$397,500	$397,500

Series #61JE1	Per Unit	82.00	82.00
	Total Minimum	221,400	221,400
	Total Maximum	246,000	246,000

Series #75RA1	Per Unit	42.00	42.00
	Total Minimum	75,600	75,600
	Total Maximum	84,000	84,000


Series #93FS1	Per Unit	68.75	68.75
	Total Minimum	123,750	123,750
	Total Maximum	137,500	137,500

Series #90MM1	Per Unit	13.30	13.30
	Total Minimum	23,940	23,940
	Total Maximum	26,600	26,600

Series #87FF1	Per Unit	59.00	59.00
	Total Minimum	106,200	106,200
	Total Maximum	118,000	118,000

Series #12MM1	Per Unit	62.50	62.50
	Total Minimum	112,500	112,500
	Total Maximum	125,000	125,000

(1) Cuttone & Company, LLC will be acting as an executing broker and entitled to a Brokerage Fee as reflected herein and described in greater detail under “Plan of Distribution and Subscription Procedure – Broker” and “– Fees and Expenses”.

(2) DriveWealth, LLC will be acting as custodian of interests and hold brokerage accounts for interest holders in connection with the Company’s offerings and will be entitled to a Custody Fee as reflected herein and described in greater detail under “Plan of Distribution and Subscription Procedure – Custodian” and “– Fees and Expenses”. For all offerings of the Company which closed or launch prior to the agreement with DriveWealth, signed on March 2, 2018, interests are transferred into the DriveWealth brokerage accounts upon consent of the individual investors who purchased such shares or have transferred money into escrow in anticipation of purchasing such shares at the close of the currently ongoing offerings.

(3) No underwriter has been engaged in connection with the Offering. We intend to distribute all offerings of membership interests in any series of the Company principally through the Platform (the Rally Rd.™ platform and any successor platform used by the Company for the offer and sale of interests, the “Platform”) as described in greater detail under “Plan of Distribution and Subscription Procedure” on page 225 of the Post Qualified Amended Offering Circular No.10.

(4) Amounts for Series are subject to final execution of purchase option agreements.

(5) Amounts for Series are subject to final execution of purchase agreements.

RSE Collection, LLC, a Delaware series limited liability company (“we,” “us,” “our,” “RSE Collection” or the “Company”) is offering, on a best efforts basis, a minimum (the “Minimum”) to a maximum (the “Maximum”) membership interests of each of the following series of the Company, highlighted in gray in the Master Series Table Section on page 7. Series not highlighted in gray have completed their respective offerings at the time of this filing and the number of interests in the table represents the actual interests sold.

All of the series of the Company offered hereunder may collectively be referred to herein as the “Series” and each, individually, as a “Series”. The interests of all series described above may collectively be referred to herein as the “Interests” and each, individually, as an “Interest” and the offerings of the Interests may collectively be referred to herein as the “Offerings” and each, individually, as an “Offering”. See “Description of Interests Offered” on page 261 of the Post Qualified Amended Offering Circular No. 10 for additional information regarding the Interests.

The Interests represent an investment in a particular Series and thus indirectly the Underlying Asset and do not represent an investment in the Company or the Manager generally. We do not anticipate that any Series will own any assets other than the Underlying Asset associated with such Series. However, we expect that the operations of the Company, including the issuance of additional series of interests and their acquisition of additional assets, will benefit Investors by enabling each Series to benefit from economies of scale and by allowing Investors to enjoy the Company’s automobile collection at the Membership Experience Programs. A purchaser of the Interests may be referred to herein as an “Investor” or “Interest Holder”. There will be a separate closing with respect to each Offering (each, a “Closing”). The Closing of an Offering will occur on the earliest to occur of (i) the date subscriptions for the Maximum Interests for a Series have been accepted or (ii) a date determined by the Manager (defined in the Master Series Table Section on page 7) in its sole discretion, provided that subscriptions for the Minimum Interests of such Series have been accepted. If Closing has not occurred, an Offering shall be terminated upon (i) the date which is one year from the date such Offering Circular or Amendment, as applicable, is qualified by the U.S. Securities and Exchange Commission (the “Commission”) which period may be extended with respect to a particular Series by an additional six months by the Manager in its sole discretion, or (ii) any date on which the Manager elects to terminate the Offering for a particular Series in its sole discretion. No securities are being offered by existing security-holders.

Each Offering is being conducted under Regulation A (17 CFR 230.251 et. seq.) and the information contained herein is being presented in Offering Circular format. The Company is not offering, and does not anticipate selling, Interests in any of the Offerings in any state where Cuttone & Company, LLC is not registered as a broker-dealer. The subscription funds advanced by prospective Investors as part of the subscription process will be held in a non-interest-bearing escrow account with Atlantic Capital Bank, N.A. and will not be commingled with the operating account of the Series, until, if and when there is a Closing with respect to that Investor. See “Plan of Distribution and Subscription Procedure” and “Description of Interests Offered” on page 225 and page 261 of the Post Qualified Amended Offering Circular No. 10 for additional information.

A purchase of Interests in a Series does not constitute an investment in either the Company or an Underlying Asset directly, or in any other Series of 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 voting rights only with respect to certain matters, primarily relating to amendments to the Operating Agreement that would adversely change the rights of the Interest Holders and removal of the Manager for “cause”. The Manager and the Asset Manager thus retain significant control over the management of the Company, each Series and the Underlying

Assets. Furthermore, because the Interests in a Series do not constitute an investment in the Company as a whole, holders of the 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 Asset Manager will receive a fee in respect of its management of the Underlying Asset.

The forward-looking statements contained in this Offering Circular are based on current expectations and beliefs concerning future developments that are difficult to predict. Neither the Company nor the Manager can guarantee future performance, or that future developments affecting the Company, the Manager or the Platform will be as currently anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

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

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 the Company’s investment objectives will be achieved or that a secondary market would ever develop for the Interests, whether via the Platform, via third party registered broker-dealers or otherwise. Prospective Investors should obtain their own legal and tax advice prior to making an investment in the Interests and should be aware that an investment in the Interests may be exposed to other risks of an exceptional nature from time to time. See the “Risk Factors” section on Page 16 of the Post Qualified Amended Offering Circular No. 10.

GENERALLY, NO SALE MAY BE MADE TO YOU IN ANY OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO HTTP://WWW.INVESTOR.GOV.

The United States Securities and Exchange Commission does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the securities offered are exempt from registration. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy, nor may there be any sales of these securities in, any state in which such offer, solicitation or sale would be unlawful before registration or qualification of the offer and sale under the laws of such state.

An investment in the Interests involves a high degree of risk. See the “Risk Factors” section on Page 16 of the Post Qualified Amended Offering Circular No. 10 for a description of some of the risks that should be considered before investing in the Interests.

Incorporation by Reference of Offering Circular

The Offering Circular, including this PQA, is part of an offering statement (File No. 024-10717) that we filed with the Securities and Exchange Commission. We hereby incorporate by reference into this PQA all of the information contained in the following:

1.Part II of the Amended Offering Circular No. 10, to the extent not otherwise modified or replaced by offering circular supplement and/or post qualification amendment.

Note that any statement we make in this PQA (or have made in the Offering Circular) will be modified or superseded by an inconsistent statement made by us in a subsequent offering circular supplement or post-qualification amendment.

InterestS in series covered by THIS AMENDMENT

The following disclosures are located in the Post Qualified Amended Offering Circular No. 10 under “Use of Proceeds” and “Description of the Series”.

The table below shows key information related to each Series covered by this Amendment and is included in the Master Series Table.

Series

Series Name

Underlying Asset

Offering Price per Interest

Maximum Offering Size

Agreement Type

Opening Date

Closing Date

Status

Maximum Sourcing Fee

Minimum Membership Interests

Maximum Membership Interests

Comments

#77LE1

Series #77LE1

1977 Lotus Esprit S1

$38.85

$77,700

Purchase Option Agreement

November 17, 2016

February 7, 2018

Closed

$3,351

2,000

• Acquired Underlying Asset for $69,400 on October 3, 2017
• Acquisition financed through a $69,400 loan from an Officer of the Manager
• $77,700 Offering closed on February 7, 2018 and the loan plus $241 of accrued interest and other obligations have been repaid with the proceeds of the Offering
• (3)(4)(5)

#69BM1

Series Boss Mustang

1989 Ford Mustang Boss 302

$57.50

$115,000

Upfront Purchase

November 20, 2017

February 7, 2018

Closed

$2,729

2,000

• Acquired Underlying Asset for $102,395 on October 31, 2017
• Acquisition financed through a $5,000 down-payment by the Manager and a $97,395 loan from an Officer of the Manager
• $115,000 Offering closed on February 7, 2018 and the loan plus $821 of accrued interest and other obligations have been repaid with the proceeds of the Offering
• (3)(4)

#85FT1

Series Ferrari Testarossa

1985 Ferrari Testarossa

$82.50

$165,000

Upfront Purchase

November 23, 2017

February 15, 2018

Closed

2,000

• Acquired Underlying Asset for $172,500 on June 1, 2017
• Acquisition Financed through a $47,500 loan from an Officer of the Manager and $125,000 loan from J.J. Best Banc & Co (3rd Party Lender)
• $165,000 Offering closed on February 15, 2018 and all loans plus accrued interest of $401 and $5,515 and other obligations have been repaid with the proceeds of the Offering
• (3)(4)

#88LJ1

Series Lamborghini Jalpa

1988 Lamborghini Jalpa

$67.50

$135,000

Upfront Purchase

February 9, 2018

April 12, 2018

Closed

$110

2,000

• Acquired Underlying Asset for $127,176 on November 23, 2017
• Acquisition financed through a $7,500 down-payment by the Manager and a $119,676 loan an Officer of the Manager
• $135,000 Offering closed on April 12, 2018 and the loan plus $1,126 of accrued interest was repaid with the proceeds of the Offering
• (3)(4)

#55PS1

Series Porsche Speedster

1955 Porsche 356 Speedster

$212.50

$425,000

Purchase Option Agreement

April 2, 2018

June 6, 2018

Closed

2,000

• Purchase Option Agreement to acquire Underlying Asset for $405,000 entered on July 1, 2017 with initial expiration of May 31, 2018
• At the time of the agreement there was a $30,000 non-refundable upfront fee that was financed through a $20,000 loan by an Officer of the Manager and a $10,000 down-payment by the Manager
• Subsequently a $100,000 refundable upfront fee, financed through a loan to the Company from an Officer of the Manager
• $425,000 Offering closed on June 6, 2018 and purchase option was exercised. The remaining balance of the acquisition price plus accrued interest of $728 and other obligations were paid through the proceeds of the Offering
• (3)(4)

#95BL1

Series BMW M3 Lightweight

1995 BMW E36 M3 Lightweight

$59.25

$118,500

Upfront Purchase

June 1, 2018

July 12, 2018

Closed

2,000

• Acquired Underlying Asset for $112,500 on March 28, 2018
• Acquisition Financed through a $22,500 non-interest-bearing down-payment by Manager, $10,000 loan from an officer of the Manager and an $80,000 loan from J.J. Best & Company (3rd Party Lender)
• $118,500 Offering closed on July 12, 2018 and all loans and other obligations have been repaid with the proceeds of the Offering
• (3)(4)

#89PS1

Series Porsche 911 Speedster

1989 Porsche 911 Speedster

$82.50

$165,000

Purchase Option Agreement

July 23, 2018

July 31, 2018

Closed

$1,771

2,000

• Purchase Option Agreement to acquire minority equity stake (38%) in Underlying Asset entered on June 21, 2018 with expiration September 30, 2018 for a total cash consideration of $61,000, which values Underlying Asset at $160,000
• $165,000 Offering closed on July 31, 2018 and all obligations under the Purchase Option Agreement and other obligations were repaid with the proceeds of the Offering
• The Automobile Seller retained 60% of Interests
• (3)(4)

#90FM1

Series Ford Mustang 7-Up Edition

1990 Ford Mustang 7Up Edition

$8.25

$16,500

Purchase Option Agreement

July 24, 2018

July 31, 2018

Closed

$464

2,000

• Purchase Option Agreement to acquire majority equity stake (72%) in Underlying Asset entered on June 15, 2018 with expiration on September 30, 2018 for a total cash consideration of $10,375, which values Underlying Asset at $14,500
• $16,500 Offering closed on July 31, 2018 and all obligations under the Purchase Option Agreement and other obligations were repaid with the proceeds of the Offering
• The Automobile Seller retained 25% of Interests
• (3)(4)

#83FB1

Series Ferrari 512

1983 Ferrari 512 BBi

$70.00

$350,000

Purchase Option Agreement

July 23, 2018

September 5, 2018

Closed

$9,012

5,000

• Purchase Option Agreement to acquire Underlying Asset for $330,000 entered on October 30, 2017 with expiration on September 30, 2018
• $350,000 Offering closed on September 5, 2018 and all obligations under the Purchase Option Agreement and other obligations were repaid with the proceeds of the Offering
• (3)(4)

#98DV1

Series Dodge Viper GTS-R

1998 Dodge Viper GTS-R

$65.00

$130,000

Upfront Purchase

September 27, 2018

October 10, 2018

Closed

$2,314

2,000

• Acquired Underlying Asset for $120,000 on June 28, 2018
• Acquisition financed through a $40,000 non-interest-bearing down-payment by Manager and a $80,000 loan from an Officer of the Manager
• $130,000 Offering closed on October 10, 2018 and the loan plus accrued interest and other obligations were paid through the proceeds of the Offering
• (3)(4)

#93XJ1

Series Jaguar XJ220

1993 Jaguar XJ220

$99.00

$495,000

Purchase Option Agreement

August 22, 2018

November 6, 2018

Closed

5,000

• Purchase Option Agreement to acquire Underlying Asset for $460,000 entered on December 15, 2017 with initial expiration on June 30, 2018
• Refundable down-payment of $170,000 against the purchase price of the Series, was made in March 2, 2018, financed through a $25,000 loan from an Officer of the Manager and a $145,000 loan from an affiliate of the Manager (subsequently repaid on June 30, 2018 plus $4,767 and replaced by a $145,000 non-interest-bearing payment from the Manager)
• The Purchase Option was exercised on July 30, 2018 prior to the launch of the Series Offering and remaining payment was financed through a $290,000 non-interest-bearing payment from the Manager
• In addition to the acquisition of the Series, the proceeds from the Series Offering were used to finance $26,500 of refurbishments to the Underlying Asset
• $495,000 Offering closed on November 6, 2018 and the Series repaid the non-interest-bearing payments made to the Company by the Manager and other obligations through the proceeds of the Offering
• (3)(4)

#06FS1

Series Ferrari F430 Spider

2006 Ferrari F430 Spider "Manual"

$39.80

$199,000

Purchase Option Agreement

October 12, 2018

October 19, 2018

Closed

$774

5,000

• Purchase Option Agreement to acquire Underlying Asset for $192,500 entered on October 5, 2018 with expiration on October 31, 2018
• $199,000 Offering closed on October 16, 2018 and all obligations under the Purchase Option Agreement and other obligations repaid with the proceeds of the Offering
• (3)(4)

#02AX1

Series Acura NSX-T

2002 Acura NSX-T

$54.00

$108,000

Upfront Purchase

November 16, 2018

November 30, 2018

Closed

$2,426

2,000

• Acquired Underlying Asset for $100,000 on September 19, 2018
• Acquisition financed through a $100,000 loan from an Officer of the Manager
• $108,000 Offering closed on November 30, 2018 and the loan plus accrued interest and other obligations were paid through the proceeds of the Offering
• (3)(4)

#99LE1

Series Lotus Sport 350

1999 Lotus Esprit Sport 350

$34.75

$69,500

Upfront Purchase

November 23, 2018

December 4, 2018

Closed

$1,770

2,000

• Acquired Underlying Asset for $62,000 in October 2018
• Acquisition financed through a loan from an officer of the Manager
• $69,500 Offering closed on December 4, 2018 and the loan plus accrued interest and other obligations were paid through the proceeds of the Offering
• (3)(4)

#91MV1

Series Mitsubishi VR4

1991 Mitsubishi 3000GT VR4

$19.00

$38,000

Upfront Purchase

November 28, 2018

December 7, 2018

Closed

$600

2,000

• Acquired Underlying Asset for $33,950 on October 12, 2018
• Acquisition financed through a non-interest-bearing payment by the Manager
• $38,000 Offering closed on December 7, 2018 and payment made by the Manager and other obligations were paid through the proceeds of the Offering
• (3)(4)

#92LD1

Series Lancia Martini 5

1992 Lancia Delta Integrale Evo "Martini 5"

$55.00

$165,000

Upfront Purchase

December 7, 2018

December 26, 2018

Closed

$2,019

3,000

• Acquired Underlying Asset for $146,181 in October 2018
• Acquisition financed through a $146,181 non-interest-bearing payment from the Manager
• $165,000 Offering closed on December 26, 2018 and payment made by the Manager and other obligations were paid through the proceeds of the Offering
• (3)(4)

#94DV1

Series Dodge Viper RT/10

1994 Dodge Viper RT/10

$28.75

$57,500

Purchase Option Agreement

December 11, 2018

December 26, 2018

Closed

$1,841

2,000

• Purchase Option Agreement, to acquire Underlying Asset for $52,500, entered on October 5, 2018 with expiration on November 30, 2018
• Purchase option exercised on October 26, 2018 (prior to the launch of the Series Offering) financed through a $52,500 non-interest-bearing payment by the Manager
• $57,500 Offering closed on December 26, 2018 and all obligations under the Purchase Option Agreement and other obligations repaid with the proceeds of the Offering
• (3)(4)

#00FM1

Series Ford Mustang Cobra R

2000 Ford Mustang Cobra R

$24.75

$49,500

Upfront Purchase

December 21, 2018

January 4, 2019

Closed

$889

2,000

• Acquired Underlying Asset for $43,000 on October 12, 2018
• Acquisition financed through a $43,000 non-interest-bearing payment from the Manager
• $49,500 Offering closed on January 4, 2019 and payment made by the Manager and other obligations were paid through the proceeds of the Offering
• (3)(4)

#72MC1

Series Mazda Cosmo Sport

1972 Mazda Cosmo Sport Series II

$62.25

$124,500

Purchase Option Agreement

December 28, 2018

January 4, 2019

Closed

$2,489

2,000

• Purchase Option Agreement, to acquire a majority equity stake (57%) in the Underlying Asset for $65,200, entered on November 5, 2018 with expiration on February 1, 2019
• $124,500 Offering closed on January 4, 2019 and all obligations under the Purchase Option Agreement and other obligations repaid with the proceeds of the Offering
• (3)(4)

#06FG1

Series Ford GT

2006 Ford GT

$64.00

$320,000

Purchase Agreement

December 14, 2018

January 8, 2019

Closed

$3,313

5,000

• Purchase Agreement, to acquire the Underlying Asset for $185,000, entered on October 24, 2018 with expiration on December 11, 2018
• Refundable down-payment of $18,500 against the purchase price made and financed through a non-interest-bearing down-payment from the Manager
• $320,000 Offering closed on January 8, 2019 and all obligations under the Purchase Agreement and other obligations repaid with the proceeds of the Offering
• (3)(4)

#11BM1

Series BMW 1M

2011 BMW 1M

$42.00

$84,000

Purchase Option Agreement

January 8, 2019

January 25, 2019

Closed

$832

2,000

• Purchase Option Agreement, to acquire Underlying Asset for $78,500, entered on October 20, 2018 with expiration on January 20, 2019
• Refundable down-payment of $7,850 against the purchase price was made and financed through a non-interest-bearing down-payment from the Manager
• $84,000 Offering closed on January 25, 2019 and all obligations under the Purchase Option Agreement and other obligations repaid with the proceeds of the Offering
• (3)(4)

#80LC1

Series Lamborghini Countach LP400 S Turbo

1980 Lamborghini Countach LP400 S Turbo

$127.00

$635,000

Purchase Option Agreement

January 17, 2019

Q1 2019

Open

$9,881

4,500

5,000

• Purchase Option Agreement to acquire a majority equity stake (92.5%) in Underlying Asset entered on August 1, 2018 with expiration on September 30, 2018 for a total cash consideration of $562,375, which values Underlying Asset at $610,000
• Non-refundable down payment of $60,000 to enter in to the option made and financed through a non-interest-bearing payment from the Manager
• Purchase Option was exercised on September 13, 2018, prior to the launch of the Offering and remaining amount outstanding under the option financed through an additional $502,375 non-interest-bearing payment from the Manager
• $635,000 Offering opened on January 17, 2019

#02BZ1

Series BMW Z8

2002 BMW Z8

$65.00

$195,000

Purchase Agreement

January 6, 2019

Q1 2019

Open

$3,225

2,700

3,000

• Purchase Agreement, to acquire Underlying Asset for $185,000, entered on October 18, 2018 with expiration on December 7, 2019
• Refundable down-payment of $18,500 against the purchase price was made and financed through a non-interest-bearing payment from the Manager
• $195,000 Offering opened on January 6, 2019

#88BM1

Series BMW E30 M3

1988 BMW E30 M3

$47.00

$141,000

Upfront Purchase

January 11, 2019

Q1 2019

Open

$995

2,700

3,000

• Acquired Underlying Asset for $135,000 on October 18, 2018
• Acquisition financed through a $135,000 non-interest-bearing payment from the Manager
• $141,000 Offering opened on January 11, 2019

#72FG1

Series Ferrari 365 GTC/4

1972 Ferrari 365 GTC/4

$63.00

$345,000

Purchase Option Agreement

Q1 2019 or Q2 2019

Hold

$3,563

4,560

5,476

• Negotiations for a Purchase Option Agreement to acquire Underlying Asset ongoing
• (6)

#82AB1

Series Alpina B6

1982 Alpina B6 2.8

$58.75

$129,250

Purchase Option Agreement

Q1 2019 or Q2 2019

Hold

$4,687

1,833

2,200

• Negotiations for a Purchase Agreement to acquire Underlying Asset ongoing
• (6)

#88PT1

Series Porsche 944 Turbo S

1988 Porsche 944 Turbo S

$30.00

$66,000

Purchase Option Agreement

Q1 2019 or Q2 2019

Hold

$2,511

1,833

2,200

• Negotiations for a Purchase Agreement to acquire Underlying Asset ongoing
• (6)

#99FG1

Series Ferrari 456M GT

1999 Ferrari 456M GT

$66.25

$145,750

Purchase Option Agreement

Q1 2019 or Q2 2019

Hold

$2,902

1,833

2,200

• Negotiations for a Purchase Agreement to acquire Underlying Asset ongoing
• (6)

#91GS1

Series GMC Syclone

1991 GMC Syclone

$18.75

$41,250

Purchase Option Agreement

Q1 2019 or Q2 2019

Hold

$2,001

1,833

2,200

• Negotiations for a Purchase Agreement to acquire Underlying Asset ongoing
• (6)

#90ME1

Series Mercedes Evo II

1990 Mercedes 190E 2.5-16 Evo II

$50.00

$287,500

Upfront Purchase

Q1 2019 or Q2 2019

Upcoming

$20,941

4,800

5,750

• Acquired Underlying Asset for $247,940 on November 2, 2018
• Acquisition financed through a $247,940 non-interest-bearing payment by the Manager

#94LD1

Series Lamborghini Diablo Jota

1994 Lamborghini Diablo SE30 Jota

$119.50

$597,500

Purchase Agreement

Q1 2019 or Q2 2019

Upcoming

$12,015

4,500

5,000

• Purchase Agreement, to acquire Underlying Asset for $570,000, entered on October 9, 2018 with expiration on January 7, 2018
• Refundable down-payment of $57,000 against the purchase price was made and financed through a non-interest-bearing payment from the Manager

#03PG1

Series Porsche GT2

2003 Porsche 911 GT2

$48.00

$144,000

Purchase Option Agreement

Q1 2019 or Q2 2019

Upcoming

$1,777

2,700

3,000

• Purchase Option Agreement, to acquire the Underlying Asset for $137,000, entered on October 24, 2018 with expiration on January 24, 2019
• Refundable down-payment of $13,500 against the purchase price made and financed through a non-interest-bearing down-payment from the Manager

#65AG1

Series Alfa Romeo Giulia SS

1965 Alfa Romeo Giulia Sprint Speciale

$59.50

$178,500

Upfront Purchase

Q1 2019 or Q2 2019

Upcoming

$1,985

2,700

3,000

• Acquired Underlying Asset for $170,000 in November 29, 2018
• Acquisition financed through a $170,000 non-interest-bearing payment from the Manager

#76PT1

Series Porsche Turbo Carrera

1976 Porsche 911 Turbo Carrera

$63.30

$189,900

Upfront Purchase

Q1 2019 or Q2 2019

Upcoming

$2,358

2,700

3,000

• Acquired the Underlying Asset for $179,000 on November 27, 2018
• Acquisition financed through a $179,000 non-interest-bearing payment from the Manager

#63CC1

Series Corvette Split Window

1963 Chevrolet Corvette Split Window

$63.00

$126,000

Upfront Purchase

Q1 2019 or Q2 2019

Upcoming

$1,734

1,800

2,000

• Acquired Underlying Asset for $120,000 on November 21, 2018
• Acquisition financed through a $120,000 non-interest-bearing payment from the Manager

#65FM1

Series Mustang Fastback

1965 Ford Mustang 2+2 Fastback

$41.25

$82,500

Purchase Agreement

Q1 2019 or Q2 2019

Upcoming

$2,553

1,800

2,000

• Purchase Agreement, to acquire Underlying Asset for $75,000, entered on December 4, 2018 with expiration on March 4, 2019
• Non-refundable down-payment of $25,000 was made and financed through a non-interest-bearing down-payment from the Manager
• Additional $25,000 payment is due on January 4, 2019 and will be financed through a non-interest-bearing payment from the Manager
• The final payment of $25,000 is planned to be made upon the successful completion of the Offering

#61MG1

Series Maserati 3500GT

1961 Maserati 3500GT

$68.00

$340,000

Purchase Agreement

Q1 2019 or Q2 2019

Upcoming

$4,884

4,500

5,000

• Purchase Agreement, to acquire the Underlying Asset for $325,000, entered on December 4, 2018 with expiration on March 4, 2019
• Non-refundable down-payment of 32,500 was made and financed through a non-interest-bearing down-payment from the Manager
• The final payment of $292,500 is planned to be made upon the successful completion of the Offering

#82AV1

Series Aston Martin Oscar India

1982 Aston Martin V8 Vantage Oscar India

$59.50

$297,500

Upfront Purchase

Q1 2019 or Q2 2019

Upcoming

$3,790

4,500

5,000

• Acquired Underlying Asset for $285,000 on December 10, 2018
• Acquisition financed through a $285,000 non-interest-bearing payment from the Manager

#91DP1

Series DeTomaso Pantera

1991 DeTomaso Pantera Si

$79.50

$397,500

Purchase Option Agreement

Q1 2019 or Q2 2019

Upcoming

$3,362

4,500

5,000

• Purchase Option Agreement, to acquire a majority equity stake (75% - 95%) in Underlying Asset, entered on December 11, 2018 with expiration on Feburary 11, 2019
• Total cash consideration to Automobile Seller of $285,625 - $365,125, dependent on retained stake and values the entire Underlying Asset at $397,500

#61JE1

Series Jaguar E-Type

1961 Jaguar E-Type

$82.00

$246,000

Upfront Purchase

Q1 2019 or Q2 2019

Upcoming

$3,524

2,700

3,000

• Acquired Underlying Asset for $235,000 on December 22, 2018
• Acquisition financed through a $235,000 non-interest-bearing payment from the Manager

#75RA1

Series Renault Alpine A110

1975 Renault Alpine A110 1300

$42.00

$84,000

Purchase Agreement

Q1 2019 or Q2 2019

Upcoming

$3,732

1,800

2,000

• Purchase Agreement, to acquire the Underlying Asset for $75,000, entered on December 22, 2018 with expiration on March 22, 2019
• Non-refundable down-payment of 7,500 was made and financed through a non-interest-bearing down-payment from the Manager
• The final payment of $67,500 is planned to be made upon the successful completion of the Offering

#93FS1

Series Ferrari 348TS SS

1993 Ferrari 348TS Serie Speciale

$68.75

$137,500

Purchase Option Agreement

Q1 2019 or Q2 2019

Upcoming

$1,370

1,800

2,000

• Purchase Option Agreement, to acquire the Underlying Asset for $130,000, entered on January 15, 2019 with expiration on April 15, 2019
• Refundable down-payment of $10,000 against the purchase price made and financed through a non-interest-bearing down-payment from the Manager

#90MM1

Series Mazda Miata

1990 Mazda Miata MX-5

$13.30

$26,600

Purchase Option Agreement

Q1 2019 or Q2 2019

Upcoming

$949

1,800

2,000

• Purchase Option Agreement, to acquire the Underlying Asset for $22,000, entered on January 23, 2019 with expiration on April 23, 2019

#87FF1

Series Ferrari 412

1987 Ferrari 412

$59.00

$118,000

Purchase Option Agreement

Q1 2019 or Q2 2019

Upcoming

$1,048

1,800

2,000

• Purchase Option Agreement, to acquire the Underlying Asset for $110,000, entered on January 23, 2019 with expiration on April 23, 2019
• Refundable down-payment of $10,000 against the purchase price made and financed through a non-interest-bearing down-payment from the Manager

#12MM1

Series McLaren MP4-12C

2012 McLaren MP4-12C

$62.50

$125,000

Purchase Option Agreement

Q1 2019 or Q2 2019

Upcoming

$3,848

1,800

2,000

• Purchase Option Agreement, to acquire the Underlying Asset for $115,000, entered on January 23, 2019 with expiration on April 23, 2019
• Refundable down-payment of $11,500 against the purchase price made and financed through a non-interest-bearing down-payment from the Manager

Note: Gray shading represents Series for which no Closing of an Offering has occurred.

(1)If exact offering dates (specified as Month Day, Year) are not shown, then expected offering dates are presented.

(2)Interests sold in Series is limited to 2,000 Qualified Purchasers with a maximum of 500 Non-Accredited Investors.

(3)Fees represent actual fees paid at closing of the offerings.

(4)Represents actual number of Interests sold in completed Offering.

(5)Interests in Series #77LE1 were issued under Rule 506(c) of Regulation D and were thus not qualified under the Company’s Offering Circular (as amended). All other Interests in Series of the Company were issued under Tier 2 of Regulation A+.

(6)Values are based on current negotiations of the terms of the respective purchase option agreements or purchase agreements and may be subject to change.

USE OF PROCEEDS – Series #61JE1

We estimate that the gross proceeds of the Series #61JE1 Offering (including from Series #61JE1 Interests acquired by the Manager) will be approximately $246,000 assuming the full amount of the Series #61JE1 Offering is sold, and will be used as follows:

		Dollar Amount	Percentage of Gross Cash Proceeds
Uses
Cash Portion of the #61JE1 Asset Cost (1)		$235,000	95.53%
Equity retained by Automobile Seller		$0	0.00%
Document Fee		$0	0.00%
Cash on Series Balance Sheet		$2,500	1.02%
Accrued Interest		$0	0.00%
Brokerage Fee (assuming the Manager acquired 2% of Interests and the Automobile Seller retained 0% of interests) (2)		$1,808	0.74%
Offering Expenses (3)		$1,845	0.75%
Acquisition Expenses (4)	Refurbishment & maintenance	$0	0.00%
	Transport from Seller to Warehouse incl. associated Insurance (as applicable)	$500	0.20%
	Registration and other vehicle-related fees	$250	0.10%
	Finder Fee	$0	0.00%
	Marketing Materials	$700	0.28%
Sourcing Fee (assuming the Manager acquires approximately 2% of Interests)		$3,397	1.38%
Total Fees and Expenses		$8,500	3.46%
Total Proceeds		$246,000	100.00%

(1)Consists of a $235,000 non-interest-bearing payment by the Manager.

(2)Calculation of Brokerage Fee excludes proceeds from the sale of Series #61JE1 Interests to the Manager, its affiliates, or the Automobile Seller.

(3)Solely in connection with the offering of the Series #61JE1 Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series #61JE1 Offering.

(4)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.

The Company acquired the Series Jaguar E-Type from the Automobile Seller for a total cost of $235,000 (the “Series #61JE1 Asset Cost”) of which $235,000 was paid in cash by the Company through a non-interest-bearing payment from the Manager at the time of purchase.

Upon the Closing of the Series #61JE1 Offering, proceeds from the sale of the Series #61JE1 Interests will be distributed to the account of Series #61JE1. Series #61JE1 will then pay back the Manager for the payment made to acquire the Series Jaguar E-Type. Upon re-payment of the Manager, the Series Jaguar E-Type will be owned by the Series #61JE1 and will not be subject to any liens or encumbrances.

In addition to the costs of acquiring the Underlying Asset, proceeds from the Series #61JE1 Offering will be used to pay an estimated (i) $1,661 - $1,808 to the Broker (the Brokerage Fee) as consideration for providing certain broker-dealer services to the Company in connection with this Series #61JE1 Offering, (ii) $1,845 of Offering Expenses related to the Custody Fee, (iii) $1,450 of Acquisition Expenses (including but not limited to the items described in the table above), $1,200 of which will be paid to the Manager and its affiliates, except as to the

extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) $3,397 - $3,545 Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series Jaguar E-Type. The ranges for Brokerage Fee and Sourcing Fee are calculated based on the Manager purchasing 2% to 10% of the Series #61JE1 Interests. Of the proceeds of the Series #61JE1 Offering, $2,500 will remain in the operating account of the Series for future Operating Expenses. See “Plan of Distribution and Subscription Procedure – Fees and Expenses” for additional information.

The allocation of the net proceeds of this Series #61JE1 Offering set forth above represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues and expenditures. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations, business developments, and related rate of growth. The Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series #61JE1 Offering. The Series is expected to keep $2,500 of the proceeds of the Series #61JE1 Offering for future Operating Expenses. In the event that less than the Maximum Series #61JE1 Interests are sold in connection with the Series #61JE1 Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.

DESCRIPTION OF THE SERIES JAGUAR E-TYPE

Investment Overview

●Upon completion of the Series #61JE1 Offering, Series #61JE1 will purchase a 1961 Jaguar E-Type (at times described as the “E-Type” throughout this Offering Circular) as the underlying asset for Series #61JE1 (the “Series Jaguar E-Type” or the “Underlying Asset” with respect to Series #61JE1, as applicable), the specifications of which are set forth below.

●Released at the 1961 Geneva Auto Show, the Jaguar E-Type stole headlines across the world and was famously described by Enzo Ferrari as “the most beautiful car in the world.”

●The Jaguar E-Type was designed by Jaguar co-founder Sir William Lyons along aerodynamicist Malcolm Sayer.

●The Series Jaguar E-Type is 1 of 6,886 left-hand-drive (“LHD”) Series 1 roadsters featuring a 3.8L engine, which were built from 1961 to 1964.

●The Series Jaguar E-Type is a first-year example with the unique early features of flat floors and welded louvers. Only the first 2,086 LHD cars had flat floors, and it is estimated only the first 1,000 cars total featured welded louvers.

●The Series Jaguar E-Type benefited from a comprehensive 2,500-hour bare metal restoration in 2011 conducted by Autosport of Seattle (for the mechanicals) and Britsport of Seattle (for the cosmetics). The Series Jaguar E-Type was restored to its original specification, retaining all original mechanicals and body panels, with the exception of a few upgrades to improve its usability.

Asset Description

Ownership & Maintenance History

●Production of the Series Jaguar E-Type completed at the Jaguar Factory in Coventry, UK on November 9, 1961. The Series E-type was sold to its first owner in Scott City, Kansas in June of 1962.

●The penultimate owner, an E-Type enthusiast and active community member, acquired the Underlying Asset in 1999 as a non-running project. In 2011, he commissioned a full restoration, bringing the Series E-Type to concours condition. During this restoration, the Underlying Asset was upgraded to include modern brake calipers, Koni front shocks, and an upgraded radiator. All original parts have been retained.

●The most recent owner acquired the Series Jaguar E-type November 3, 2015 after it had covered just 200 miles since restoration.

Notable Features

●Jaguar Heritage Certificate

●Photo documentation restoration completed 2011

●Original hard top and jack

●Desirable early features of flat floors and welded louvers

Notable Defects

●New floors, toe boards, transmission tunnel, and lower bonnet valence were fitted during the restoration as the originals were not salvageable

Details

Series 1961 Jaguar E-type
Year	1961
Production Total (Series I, 3.8L)	15,498
Mileage	1,140 (since restoration)
Engine	3.8L Inline 6 Cylinder
Transmission	4 Speed Manual
Color EXT	Opalescent Silver Grey
Color INT	Red
Documentation	Jaguar Heritage Certificate, restoration photos
Condition	Restored, concours condition
Books/manuals/jack	Yes
Restored	Yes
Paint	Repainted
Vin #	876073
Engine	Original (R2512-8)
Transmission	Original (EB1613JS)

Depreciation

The Company treats automobile assets as collectible and therefore will not depreciate or amortize the Series Jaguar E-Type going forward.

USE OF PROCEEDS – Series #75RA1

We estimate that the gross proceeds of the Series #75RA1 Offering (including from Series #75RA1 Interests acquired by the Manager) will be approximately $84,000 assuming the full amount of the Series #75RA1 Offering is sold, and will be used as follows:

		Dollar Amount	Percentage of Gross Cash Proceeds
Uses
Cash Portion of the #75RA1 Asset Cost (1)		$75,000	89.29%
Equity retained by Automobile Seller		$0	0.00%
Document Fee		$0	0.00%
Cash on Series Balance Sheet		$2,500	2.98%
Accrued Interest		$0	0.00%
Brokerage Fee (assuming the Manager acquired 2% of Interests and the Automobile Seller retained 0% of interests) (2)		$617	0.74%
Offering Expenses (3)		$630	0.75%
Acquisition Expenses (4)	Refurbishment & maintenance	$300	0.36%
	Transport from Seller to Warehouse incl. associated Insurance (as applicable)	$500	0.60%
	Registration and other vehicle-related fees	$250	0.30%
	Finder Fee	$0	0.00%
	Marketing Materials	$500	0.60%
Sourcing Fee (assuming the Manager acquires approximately 2% of Interests)		$3,703	4.41%
Total Fees and Expenses		$6,500	7.74%
Total Proceeds		$84,000	100.00%

(1)Consists of a $7,500 non-interest-bearing payment by the Manager and a $67,500 payment to be made to the Automobile Seller by March 22, 2019.

(2)Calculation of Brokerage Fee excludes proceeds from the sale of Series #75RA1 Interests to the Manager, its affiliates, or the Automobile Seller.

(3)Solely in connection with the offering of the Series #75RA1 Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series #75RA1 Offering.

(4)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.

On December 22, 2018, the Company entered into a purchase agreement to acquire the Series Renault Alpine A110 from the Automobile Seller for a total cost of $75,000 (the “#75RA1 Asset Cost”) of which $7,500 was paid in cash as a non-refundable down payment. The $7,500 non-refundable down payment was financed through a $7,500 payment from the Manager at the time of entry into this purchase agreement.

Under the terms of this purchase agreement, the Company has the obligation to pay the remaining amount of $67,500 outstanding under the purchase agreement by March 22, 2019, irrespective of whether a Closing of the Series #75RA1 Offering has occurred by this point in time. There are no ongoing expenses with the purchase agreement.

Upon the Closing of the Series #75RA1 Offering, proceeds from the sale of the Series #75RA1 Interests will be distributed to the account of Series #75RA1. Series #75RA1 will then pay the Automobile Seller the remaining $67,500 under this purchase agreement. Upon payment of the remaining amount under this purchase

agreement and the repayment of the down-payment made by the Manager, the Series Renault Alpine A110 will be owned by the Series #75RA1 and will not be subject to any liens or encumbrances.

In addition to the costs of acquiring the Underlying Asset, proceeds from the Series #75RA1 Offering will be used to pay an estimated (i) $567 - $617 to the Broker (the Brokerage Fee) as consideration for providing certain broker-dealer services to the Company in connection with this Series #75RA1 Offering, (ii) $630 of Offering Expenses related to the Custody Fee, (iii) $1,550 of Acquisition Expenses (including but not limited to the items described in the table above), $1,300 of which will be paid to the Manager and its affiliates, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) $3,703 - $3,753 Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series Renault Alpine A110. The ranges for Brokerage Fee and Sourcing Fee are calculated based on the Manager purchasing 2% to 10% of the Series #75RA1 Interests. Of the proceeds of the Series #75RA1 Offering, $2,500 will remain in the operating account of the Series for future Operating Expenses. See “Plan of Distribution and Subscription Procedure – Fees and Expenses” for additional information.

The allocation of the net proceeds of this Series #75RA1 Offering set forth above represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues and expenditures. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations, business developments, and related rate of growth. The Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series #75RA1 Offering. The Series is expected to keep $2,500 of the proceeds of the Series #75RA1 Offering for future Operating Expenses. In the event that less than the Maximum Series #75RA1 Interests are sold in connection with the Series #75RA1 Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.

DESCRIPTION OF THE SERIES RENAULT ALPINE A110

Investment Overview

●Upon completion of the Series #75RA1 Offering, Series #75RA1 will purchase a 1975 Renault Alpine A110 (at times described as the “Alpine” or the “A110” throughout this Offering Circular) as the underlying asset for Series #75RA1 (the “Series Renault Alpine A110” or the “Underlying Asset” with respect to Series #75RA1, as applicable), the specifications of which are set forth below.

●The Renault Alpine A110 was a highly successful rally car, recording podium finishes in event such as the Coupe des Alpes and Rallye Monte Carlo in 1969 and 1970. The Alpine then went on to win the World Rally Championship in 1971 and 1973. The Series Renault Alpine A110 is a homologated road variant of the racing car that won the first ever World Rally Championship in 1971.

●The Series Renault Alpine A110 is one of just 2,890 “1300” variants produced in six years of production from 1971-1976.

●The Series Renault Alpine A110 features an upgraded engine bored-out to 1440cc and fitted with twin side draft Dell’Orto carburetors.

Asset Description

Ownership & Maintenance History

●Sold new to its original owner in Belgium for an MSRP of 28,500 Francs.

●The Series Renault Alpine A110 is believed to have had two additional owners since being imported in the United States.

●The Series Renault Alpine A110 received a full restoration to original specifications by Jim Gordon in the mid-2000s.

●The Series Renault Alpine A110 was most recently serviced in late 2018 by New Canaan Foreign Car in Connecticut.

Notable Features

●Retains its matching numbers driveline and many original mechanical components

●Original books

●While in the care of its penultimate owner, the Series Renault Alpine A110 was featured in a Motor Trend article by Rory Jurnecka in January of 2012.

Notable Defects

●Non-original Koni dampers

Details

Series Renault Alpine A110
Year	1975
Production Total (1300cc engine)	2,890
Mileage	101,192 km
Engine	1300cc. Inline 4 Cyl.
Transmission	5 Speed Manual
Color EXT	ELF Blue
Color INT	Black
Documentation	To be confirmed
Condition	Restored
Books/manuals/tools	Yes
Restored	Yes
Paint	Repainted
Vin #	15597
Engine	Original (upgraded)
Transmission	Original

Depreciation

The Company treats automobile assets as collectible and therefore will not depreciate or amortize the Series Renault Alpine A110 going forward.

USE OF PROCEEDS – Series #93FS1

We estimate that the gross proceeds of the Series #93FS1 Offering (including from Series #93FS1 Interests acquired by the Manager) will be approximately $137,500 assuming the full amount of the Series #93FS1 Offering is sold, and will be used as follows:

		Dollar Amount	Percentage of Gross Cash Proceeds
Uses
Cash Portion of the #93FS1 Asset Cost (1)		$130,000	94.55%
Equity retained by Automobile Seller		$0	0.00%
Document Fee		$0	0.00%
Cash on Series Balance Sheet		$2,500	1.82%
Accrued Interest		$0	0.00%
Brokerage Fee (assuming the Manager acquired 2% of Interests and the Automobile Seller retained 0% of interests) (2)		$1,011	0.74%
Offering Expenses (3)		$1,031	0.75%
Acquisition Expenses (4)	Refurbishment & maintenance	$0	0.00%
	Transport from Seller to Warehouse incl. associated Insurance (as applicable)	$1,000	0.73%
	Registration and other vehicle-related fees	$250	0.18%
	Finder Fee	$0	0.00%
	Marketing Materials	$400	0.29%
Sourcing Fee (assuming the Manager acquires approximately 2% of Interests)		$1,308	0.95%
Total Fees and Expenses		$5,000	3.64%
Total Proceeds		$137,500	100.00%

(1)Consists of a $10,000 non-interest-bearing down-payment by the Manager and a $120,000 purchase option with the Automobile Seller.

(2)Calculation of Brokerage Fee excludes proceeds from the sale of Series #93FS1 Interests to the Manager, its affiliates, or the Automobile Seller.

(3)Solely in connection with the offering of the Series #93FS1 Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series #93FS1 Offering.

(4)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.

On January 15, 2019, the Company entered into a purchase option agreement for the right to acquire the Series Ferrari 348TS SS from the Automobile Seller for a total cost of $130,000 (the “Series #93FS1 Asset Cost”) of which $10,000 was paid in cash as a non-refundable down payment. The $10,000 non-refundable down payment was financed through a $10,000 non-interest-bearing payment from the Manager at the time of the entry into this purchase option agreement.

Under the terms of this purchase option agreement, the Company has the right, but not the obligation to acquire the Series Ferrari 348TS SS for a total Series #93FS1 Asset Cost of $130,000 over a fifty-nine-day exclusivity period. There are no ongoing expenses associated with the purchase option agreement. Until the exercise of this purchase option, the Series Ferrari 348TS SS will remain in the custody of the Automobile Seller, stored securely in an expert facility, and the Automobile Seller is responsible for any ongoing expenses related to the Series Ferrari 348TS SS until such time as this purchase option is exercised. If the full amount of the purchase price is not paid for

the Series Ferrari 348TS SS by the end of the ninety-day exclusivity period, then this purchase option agreement will automatically terminate, unless otherwise extended by the parties.

Upon the Closing of the Series #93FS1 Offering, proceeds from the sale of the Series #93FS1 Interests will be distributed to the account of Series #93FS1. Series #93FS1 will then exercise the purchase option to acquire the Series Ferrari 348TS SS and pay the Automobile Seller the remaining amount of $120,000 under this purchase option. Upon payment of the remaining amount under this purchase option agreement and the repayment of the down-payment made by the Manager, the Series Ferrari 348TS SS will be transferred to and owned by Series #93FS1 and not subject to any liens or encumbrances.

In addition to the costs of acquiring the Underlying Asset, proceeds from the Series #93FS1 Offering will be used to pay an estimated (i) $928 - $1,011 to the Broker (the Brokerage Fee) as consideration for providing certain broker-dealer services to the Company in connection with this Series #93FS1 Offering, (ii) $1,031 of Offering Expenses related to the Custody Fee, (iii) $1,650 of Acquisition Expenses (including but not limited to the items described in the table above), $1,400 of which will be paid to the Manager and its affiliates, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) $1,308 - $1,391 Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series Ferrari 348TS SS. The ranges for Brokerage Fee and Sourcing Fee are calculated based on the Manager purchasing 2% to 10% of the Series #93FS1 Interests. Of the proceeds of the Series #93FS1 Offering, $2,500 will remain in the operating account of the Series for future Operating Expenses. See “Plan of Distribution and Subscription Procedure – Fees and Expenses” for additional information.

The allocation of the net proceeds of this Series #93FS1 Offering set forth above represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues and expenditures. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations, business developments, and related rate of growth. The Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series #93FS1 Offering. The Series is expected to keep $2,500 of the proceeds of the Series #93FS1 Offering for future Operating Expenses. In the event that less than the Maximum Series #93FS1 Interests are sold in connection with the Series #93FS1 Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.

DESCRIPTION OF THE SERIES FERRARI 348TS SS

Investment Overview

●Upon completion of the Series #93FS1 Offering, Series #93FS1 will purchase a 1993 Ferrari 348TS Series Speciale (at times described as the “ Ferrari 348TS SS” throughout this Offering Circular) as the underlying asset for Series #93FS1 (the “Series Ferrari 348TS SS” or the “Underlying Asset” with respect to Series #93FS1, as applicable), the specifications of which are set forth below.

●The Ferrari 348 (including the 348TS SS) is a product of Leonardo Fioravanti of the Pininfarina design firm. Fioravanti’s Ferrari portfolio included cars such as the F40, 288 GTO, 512BB, and Testarossa. The 348 was Fioravanti’s final design at Pininfarina.

●The Ferrari 348 model line marked a technological step for Ferrari’s construction methods. Departing from the standard steel tube chassis of the past, Ferrari opted for a monocoque structure adding valuable stiffness to the chassis.

●The Ferrari 348TS SS saw only 100 examples produced, all for the American market. The Ferrari 348TS SS features a number of upgrades over the standard 348, including a freer-flowing exhaust, engine upgrades resulting in 12 additional horsepower, and revised body styling.

●The 348 was the last V8 Ferrari to feature manual steering, making it attractive for the driving enthusiast.

●The Series Ferrari 348TS SS is 1 of 65 targa examples produced and includes the F40-style seat option.

●The Series Ferrari 348TS SS is an award-winning example, having earned a Platinum award at the Ferrari Club of America Reading Concours in 2016.

Asset Description

Ownership & Maintenance History

●The Series Ferrari 348TS SS was delivered new to Texas in 1993. The original owner kept the car until 2015, accruing a total of 14,850 miles. The Underlying Asset was then sold to its second owner in Florida, who added 230 miles during a single year of ownership. The third and most recent owner, residing in Pennsylvania, bought the Underlying Asset in April 2016, at which time the odometer indicated 15,124 miles.

●The Series Ferrari 348TS SS comes with a clean Carfax report and service records dating back to 2007. A major service totaling nearly $10k was performed in 2015 and included a full engine service and clutch service, among other maintenance items. Ahead of entering into the 2016 Reading Ferrari Concours, the Underlying Asset received $2k in concours prep from RB Collection in Breinigsville, PA.

Notable Features

●Original car cover, books, and tools

●Original bill of sale

●Believed to be original paint based on consistent finish and paint meter readings

●Optioned with F40-style leather-wrapped carbon fiber seats

Notable Defects

●Slight “peppering” on the front bumper consistent with normal road use

●Very slight delamination around the edge of the windshield

●Minor spider cracking on the passenger side rear wheel center cap, a common issue for these cars that can be easily remedied

Details

Series Ferrari 348TS SS
Year	1993
Production Total	100
Mileage	16,422 miles
Engine	3.4L V8
Transmission	5 Speed, Manual
Color EXT	Rosso Corso
Color INT	Tan Leather
Documentation	Carfax, service records, original bill of sale
Condition	Original, Excellent
Books/manuals/tools	Yes
Restored	No
Paint	Original
Vin #	ZFFRG36A6P0095017
Engine	Original (#32351)
Transmission	Original

Depreciation

The Company treats automobile assets as collectible and therefore will not depreciate or amortize the Series Ferrari 348TS SS going forward.

USE OF PROCEEDS – Series #90MM1

We estimate that the gross proceeds of the Series #90MM1 Offering (including from Series #90MM1 Interests acquired by the Manager) will be approximately $26,600 assuming the full amount of the Series #90MM1 Offering is sold, and will be used as follows:

		Dollar Amount	Percentage of Gross Cash Proceeds
Uses
Cash Portion of the #90MM1 Asset Cost (1)		$22,000	82.71%
Equity retained by Automobile Seller		$0	0.00%
Document Fee		$0	0.00%
Cash on Series Balance Sheet		$1,500	5.64%
Accrued Interest		$0	0.00%
Brokerage Fee (assuming the Manager acquired 2% of Interests and the Automobile Seller retained 0% of interests) (2)		$196	0.74%
Offering Expenses (3)		$500	1.88%
Acquisition Expenses (4)	Refurbishment & maintenance	$0	0.00%
	Transport from Seller to Warehouse incl. associated Insurance (as applicable)	$900	3.38%
	Registration and other vehicle-related fees	$250	0.94%
	Finder Fee	$0	0.00%
	Marketing Materials	$300	1.13%
Sourcing Fee (assuming the Manager acquires approximately 2% of Interests)		$954	3.59%
Total Fees and Expenses		$3,100	11.65%
Total Proceeds		$26,600	100.00%

(1)Consists of a $22,000 purchase option with the Automobile Seller to be paid in full at the end of the ninety-day exclusivity period.

(2)Calculation of Brokerage Fee excludes proceeds from the sale of Series #90MM1 Interests to the Manager, its affiliates, or the Automobile Seller.

(3)Solely in connection with the offering of the Series #90MM1 Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series #90MM1 Offering.

(4)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.

On January 23, 2019, the Company entered into a purchase option agreement for the right to acquire Series Mazda Miata from the Automobile Seller for a total cost of $22,000 (the “#90MM1 Asset Cost”).

Upon the closing of the #90MM1 Offering, proceeds from the sale of the Series #90MM1 Interests will be distributed to the account of Series #90MM1. Series #90MM1 will then exercise the purchase option to acquire the Series Mazda Miata and pay the Automobile Seller the amount of $22,000 under this purchase option.

In addition to the costs of acquiring the Underlying Asset, proceeds from the Series #90MM1 Offering will be used to pay an estimated (i) $180 - $196 to the Broker (the Brokerage Fee) as consideration for providing certain broker-dealer services to the Company in connection with this Series #90MM1 Offering, (ii) $500 of Offering Expenses related to the Custody Fee, (iii) $1,450 of Acquisition Expenses (including but not limited to the items described in the table above), $1,200 of which will be paid to the Manager and its affiliates, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for

future Operating Expenses, and (iv) $954 - $970 Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series Mazda Miata. The ranges for Brokerage Fee and Sourcing Fee are calculated based on the Manager purchasing 2% to 10% of the Series #90MM1 Interests. Of the proceeds of the Series #90MM1 Offering, $1,500 will remain in the operating account of the Series for future Operating Expenses. See “Plan of Distribution and Subscription Procedure – Fees and Expenses” for additional information.

The allocation of the net proceeds of this Series #90MM1 Offering set forth above represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues and expenditures. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations, business developments, and related rate of growth. The Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series #90MM1 Offering. The Series is expected to keep $1,500 of the proceeds of the Series #90MM1 Offering for future Operating Expenses. In the event that less than the Maximum Series #90MM1 Interests are sold in connection with the Series #90MM1 Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.

DESCRIPTION OF THE SERIES MAZDA MIATA

Investment Overview

●Upon completion of the Series #90MM1 Offering, Series #90MM1 will purchase a 1990 Mazda Miata (at times described as the “Mazda Miata” throughout this Offering Circular) as the underlying asset for Series #90MM1 (the “Series Mazda Miata” or the “Underlying Asset” with respect to Series #90MM1, as applicable), the specifications of which are set forth below.

●The Mazda Miata MX-5 was the first generation of Mazda’s popular two-seat roadster design. The MX-5 debuted at the 1989 Chicago Auto Show and was an instant hit with sports car enthusiasts in North America.

●The lightweight simplicity of the Mazda Miata, combined with the 1.6-liter twin-cam engine, provided for an engaging driver experience.

●Automobile magazine awarded the Mazda Miata MX-5 “Car of the Year” in 1990. In May of 2000, the Mazda Miata MX-5 was given the Guinness Book of World Records award for the best-selling two-seat sports car.

●The Series Mazda Miata is one of 215,364 first generation MX-5s built.

●The Series Mazda Miata is an exceptionally low-mileage example, showing fewer than 500 original miles.

Asset Description

Ownership & Maintenance History

●The Series Mazda Miata is an example of the first-generation MX-5 platform. It was delivered new in Red over Black cloth interior without optional air-conditioning or hardtop.

●The Series Mazda Miata has been under single ownership its entire life, belonging to the husband and wife that originally purchased the car from Ganley Mazda in Cleveland, OH.

●The Series Mazda Miata was cared for as an investment, and as such shows a remarkable 492 total original miles, making it quite possibly one of the lowest mileage examples of the first-generation MX-5 remaining today.

●All factory supplied literature and accessories are in place. Vehicle is accompanied by a Carfax report, original window sticker, and original bill of sale.

Notable Features

●Original books, tools, keys, and spare

●Spectacular “as-new” original interior and paint

●Regularly serviced and inspected in Ohio

●Single ownership

Notable Defects

●Extremely light oxidation to exposed metal components in undercarriage and brake calipers

Details

Series Mazda Miata
Year	1990
Production Total	215,364
Mileage	492
Engine	1.6-liter DOHC I4
Transmission	5 Speed, Manual
Color EXT	Red
Color INT	Black Cloth
Documentation	Carfax and service records
Condition	As New
Books/manuals/tools	Yes
Restored	No
Paint	Original
Vin #	JM1NA3513L0132891
Engine	Original
Transmission	Original

Depreciation

The Company treats automobile assets as collectible and therefore will not depreciate or amortize the Series Mazda Miata going forward.

USE OF PROCEEDS – Series #87FF1

We estimate that the gross proceeds of the Series #87FF1 Offering (including from Series #87FF1 Interests acquired by the Manager) will be approximately $118,000 assuming the full amount of the Series #87FF1 Offering is sold, and will be used as follows:

		Dollar Amount	Percentage of Gross Cash Proceeds
Uses
Cash Portion of the #87FF1 Asset Cost (1)		$110,000	93.22%
Equity retained by Automobile Seller		$0	0.00%
Document Fee		$0	0.00%
Cash on Series Balance Sheet		$2,500	2.12%
Accrued Interest		$0	0.00%
Brokerage Fee (assuming the Manager acquired 2% of Interests and the Automobile Seller retained 0% of interests) (2)		$867	0.74%
Offering Expenses (3)		$885	0.75%
Acquisition Expenses (4)	Refurbishment & maintenance	$0	0.00%
	Transport from Seller to Warehouse incl. associated Insurance (as applicable)	$2,000	1.69%
	Registration and other vehicle-related fees	$250	0.21%
	Finder Fee	$0	0.00%
	Marketing Materials	$500	0.42%
Sourcing Fee (assuming the Manager acquires approximately 2% of Interests)		$998	0.85%
Total Fees and Expenses		$5,500	4.66%
Total Proceeds		$118,000	100.00%

(1)Consists of a $10,000 non-interest-bearing down-payment by the Manager and a $100,000 purchase option with the Automobile Seller.

(2)Calculation of Brokerage Fee excludes proceeds from the sale of Series #87FF1 Interests to the Manager, its affiliates, or the Automobile Seller.

(3)Solely in connection with the offering of the Series #87FF1 Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series #87FF1 Offering.

(4)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.

On January 23, 2019, the Company entered into a purchase option agreement for the right to acquire the Series Ferrari 412 from the Automobile Seller for a total cost of $110,000 (the “Series #87FF1 Asset Cost”) of which $10,000 was paid in cash as a non-refundable down payment. The $10,000 non-refundable down payment was financed through a $10,000 non-interest-bearing payment from the Manager at the time of the entry into this purchase option agreement.

Under the terms of this purchase option agreement, the Company has the right, but not the obligation to acquire the Series Ferrari 412 for a total Series #87FF1 Asset Cost of $110,000 over a ninety-day exclusivity period. There are no ongoing expenses associated with the purchase option agreement. Until the exercise of this purchase option, the Series Ferrari 412 will remain in the custody of the Automobile Seller, stored securely in an expert facility, and the Automobile Seller is responsible for any ongoing expenses related to the Series Ferrari 412 until such time as this purchase option is exercised. If the full amount of the purchase price is not paid for the Series Ferrari 412 by the

end of the ninety-day exclusivity period, then this purchase option agreement will automatically terminate, unless otherwise extended by the parties

Upon the Closing of the Series #87FF1 Offering, proceeds from the sale of the Series #87FF1 Interests will be distributed to the account of Series #87FF1. Series #87FF1 will then exercise the purchase option to acquire the Series Ferrari 412 and pay the Automobile Seller the remaining amount of $100,000 under this purchase option. Upon payment of the remaining amount under this purchase option agreement and the repayment of the down-payment made by the Manager, the Series Ferrari 412 will be transferred to and owned by Series #87FF1 and not subject to any liens or encumbrances.

In addition to the costs of acquiring the Underlying Asset, proceeds from the Series #87FF1 Offering will be used to pay an estimated (i) $797 - $867 to the Broker (the Brokerage Fee) as consideration for providing certain broker-dealer services to the Company in connection with this Series #87FF1 Offering, (ii) $885 of Offering Expenses related to the Custody Fee, (iii) $2,750 of Acquisition Expenses (including but not limited to the items described in the table above), $2,500 of which will be paid to the Manager and its affiliates, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) $998 - $1,069 Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series Ferrari 412. The ranges for Brokerage Fee and Sourcing Fee are calculated based on the Manager purchasing 2% to 10% of the Series #87FF1 Interests. Of the proceeds of the Series #87FF1 Offering, $2,500 will remain in the operating account of the Series for future Operating Expenses. See “Plan of Distribution and Subscription Procedure – Fees and Expenses” for additional information.

The allocation of the net proceeds of this Series #87FF1 Offering set forth above represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues and expenditures. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations, business developments, and related rate of growth. The Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series #87FF1 Offering. The Series is expected to keep $2,500 of the proceeds of the Series #87FF1 Offering for future Operating Expenses. In the event that less than the Maximum Series #87FF1 Interests are sold in connection with the Series #87FF1 Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.

DESCRIPTION OF THE SERIES FERRARI 412

Investment Overview

●Upon completion of the Series #87FF1 Offering, Series #87FF1 will purchase a 1987 Ferrari 412 (at times described as the “412” throughout this Offering Circular) as the underlying asset for Series #87FF1 (the “Series Ferrari 412” or the “Underlying Asset” with respect to Series #87FF1, as applicable), the specifications of which are set forth below.

●The Ferrari 412 was the final iteration of Ferrari’s 2+2 Grand Touring chassis with design by Pininfarina, which traces its roots to the 1970s with the introduction of the 365 GT4 2+2. The Ferrari 412 featured noticeable exterior differences from its predecessors including a higher boot line, deeper front spoiler, and integrated bumper inserts, all of which provided for improved aerodynamics.

●The Ferrari 412 featured an advanced self-leveling rear suspension and was the first Ferrari to incorporate ABS brakes.

●The Ferrari 412 saw only 576 examples built across five years of production. The Series Ferrari 412 is one of only 270 of those cars were built with the optional manual transmission.

●The introduction of the Ferrari 412 in 1985 saw engine displacement increase to 5.0 liters, and power increased to 340 hp. At the time, this was the second largest production engine built by Ferrari, next to the 500 Superfast of the 1960s.

Asset Description

Ownership & Maintenance History

●The Ferrari 412 was never officially offered for sale in the US. The Series Ferrari 412 was imported privately to California by its original owner in 1989. This original owner had the car certified as 50-state US legal, as confirmed by US Dept of Transportation records. The Underlying Asset remained with this original owner for 16 years and was acquired by its second owner, another Southern California resident, in 2005 with 29,363 indicated miles. The third and most recent owner acquired the vehicle in 2016 at which point the car showed 32,056 miles.

●The Series Ferrari 412 comes with a Carfax report and service records dating back to 1999. A major service was performed in 2016 including new A/C compressor and rebuild of both fuel distributors. A more recent service was done to include new spark plugs and wires, ignition rotors and caps, new fuel pumps, rebuilt warm up regulators, new catalytic converters, air hoses, and fuel pressure accumulators, among other maintenance items.

Notable Features

●Original books, tools, Ferrari keys, and spare

●Original leather interior

●Serviced and well-functioning self-leveling rear suspension

●Rare factory color combination

●California Bureau of Automotive Repair certified and 50-state legal

●Comprehensive service and history file

Notable Defects

●Stone chips to nose and front spoiler consistent with normal road use

●Minor rash on both front wheels

●Carpet frayed behind driver’s seat

●Leather shrinkage on top of gauge cluster

Details

Series Ferrari 412
Year	1987
Production Total	576
Mileage	34,230
Engine	4,942 cc V12
Transmission	5 Speed, Manual
Color EXT	Prugna Metallic
Color INT	Crema Leather
Documentation	Carfax and service records
Condition	Excellent, highly original
Books/manuals/tools	Yes
Restored	No
Paint	Original
Vin #	ZFFYD25B000069189
Engine	Original
Transmission	Original

Depreciation

The Company treats automobile assets as collectible and therefore will not depreciate or amortize the Series Ferrari 412 going forward.

USE OF PROCEEDS – Series #12MM1

We estimate that the gross proceeds of the Series #12MM1 Offering (including from Series #12MM1 Interests acquired by the Manager) will be approximately $125,000 assuming the full amount of the Series #12MM1 Offering is sold, and will be used as follows:

		Dollar Amount	Percentage of Gross Cash Proceeds
Uses
Cash Portion of the #12MM1 Asset Cost (1)		$115,000	92.00%
Equity retained by Automobile Seller		$0	0.00%
Document Fee		$0	0.00%
Cash on Series Balance Sheet		$3,000	2.40%
Accrued Interest		$0	0.00%
Brokerage Fee (assuming the Manager acquired 2% of Interests and the Automobile Seller retained 0% of interests) (2)		$919	0.74%
Offering Expenses (3)		$938	0.75%
Acquisition Expenses (4)	Refurbishment & maintenance	$0	0.00%
	Transport from Seller to Warehouse incl. associated Insurance (as applicable)	$800	0.64%
	Registration and other vehicle-related fees	$250	0.20%
	Finder Fee	$0	0.00%
	Marketing Materials	$300	0.24%
Sourcing Fee (assuming the Manager acquires approximately 2% of Interests)		$3,794	3.04%
Total Fees and Expenses		$7,000	5.60%
Total Proceeds		$125,500	100.00%

(1)Consists of a $11,500 non-interest-bearing down-payment by the Manager and a $103,500 purchase option with the Automobile Seller.

(2)Calculation of Brokerage Fee excludes proceeds from the sale of Series #12MM1 Interests to the Manager, its affiliates, or the Automobile Seller.

(3)Solely in connection with the offering of the Series #12MM1 Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series #12MM1 Offering.

(4)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.

On January 23, 2019, the Company entered into a purchase option agreement for the right to acquire the Series McLaren MP4-12C from the Automobile Seller for a total cost of $115,000 (the “Series #12MM1 Asset Cost”) of which $11,500 was paid in cash as a non-refundable down payment. The $11,500 non-refundable down payment was financed through a $11,500 non-interest-bearing payment from the Manager at the time of the entry into this purchase option agreement.

Under the terms of this purchase option agreement, the Company has the right, but not the obligation to acquire the Series McLaren MP4-12C for a total Series #12MM1 Asset Cost of $115,000 over a ninety-day exclusivity period. There are no ongoing expenses associated with the purchase option agreement. Until the exercise of this purchase option, the Series McLaren MP4-12C will remain in the custody of the Automobile Seller, stored securely in an expert facility, and the Automobile Seller is responsible for any ongoing expenses related to the Series McLaren MP4-12C until such time as this purchase option is exercised. If the full amount of the purchase price is not paid for

the Series McLaren MP4-12C by the end of the ninety-day exclusivity period, then this purchase option agreement will automatically terminate, unless otherwise extended by the parties.

Upon the Closing of the Series #12MM1 Offering, proceeds from the sale of the Series #12MM1 Interests will be distributed to the account of Series #12MM1. Series #12MM1 will then exercise the purchase option to acquire the Series McLaren MP4-12C and pay the Automobile Seller the remaining amount of $103,500 under this purchase option. Upon payment of the remaining amount under this purchase option agreement and the repayment of the down-payment made by the Manager, the Series McLaren MP4-12C will be transferred to and owned by Series #12MM1 and not subject to any liens or encumbrances.

In addition to the costs of acquiring the Underlying Asset, proceeds from the Series #12MM1 Offering will be used to pay an estimated (i) $844 - $919 to the Broker (the Brokerage Fee) as consideration for providing certain broker-dealer services to the Company in connection with this Series #12MM1 Offering, (ii) $938 of Offering Expenses related to the Custody Fee, (iii) $1,350 of Acquisition Expenses (including but not limited to the items described in the table above), $1,100 of which will be paid to the Manager and its affiliates, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) $3,794 - $3,869 Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series McLaren MP4-12C. The ranges for Brokerage Fee and Sourcing Fee are calculated based on the Manager purchasing 2% to 10% of the Series #12MM1 Interests. Of the proceeds of the Series #12MM1 Offering, $3,000 will remain in the operating account of the Series for future Operating Expenses. See “Plan of Distribution and Subscription Procedure – Fees and Expenses” for additional information.

The allocation of the net proceeds of this Series #12MM1 Offering set forth above represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues and expenditures. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations, business developments, and related rate of growth. The Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series #12MM1 Offering. The Series is expected to keep $3,000 of the proceeds of the Series #12MM1 Offering for future Operating Expenses. In the event that less than the Maximum Series #12MM1 Interests are sold in connection with the Series #12MM1 Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.

DESCRIPTION OF THE SERIES MCLAREN MP4-12C

Investment Overview

●Upon completion of the Series #12MM1 Offering, Series #12MM1 will purchase a 2012 Mclaren MP4-12C (at times described as the “12C” throughout this Offering Circular) as the underlying asset for Series #12MM1 (the “Series McLaren MP4-12C” or the “Underlying Asset” with respect to Series #12MM1, as applicable), the specifications of which are set forth below.

●The 2012 McLaren MP4-12C, designed by Frank Stevenson under Executive Director of Operations Alan Foster, was McLarens first production road car in nearly a decade since the McLaren F1 and the first to be wholly designed by McLaren.

●Starting with no prior road car to build upon, McLaren used technologies and construction methods from their successful formula one teams to create the 12C. The entirely carbon fiber monocell, something competitors were still making out of aluminum and steel, added substantial weight savings and chassis stiffness furthering its overall performance.

●The Series McLaren MP4-12C is one of just an estimated 3,500 12C’s produced throughout the world.

●The Series McLaren MP4-12C is a 7,925 mile example finished in the heritage spec of McLaren Orange, a special optioned paint.

Asset Description

Ownership & Maintenance History

●Imported to the US from McLaren’s Surrey, England plant arriving on September 14^th, 2012, The Series McLaren MP4-12C was sold new at McLaren of Philadelphia.

●The Series McLaren MP4-12C has had two subsequent owners, each of whom trusted service and care to McLaren Philadelphia, one of the premier McLaren service facilities globally, and the only McLaren F1 Service Center in North America.

●The underlying asset has received regular maintenances in accordance with the normal maintenance schedule of the 12C. Notably in February of 2018 The Series McLaren MP4-12C received a comprehensive “4^th year” service.

●Clean detailed Carfax report

Notable Features

●Extensive carbon fiber options including: engine covers, mirror casings, interior trim, and sill panels.

●Other notable options include: Meridian audio, full leather interior, spoiler, contrast stitching, McLaren orange calipers, and lightweight forged wheels

●The Series Asset has been upgraded to IRIS 2 hardware and software, at a cost of over $10,000, abating issues common to the original technology package.

●70% of the car is protected with clear bra.

Notable Defects

●No known defects to The Series Asset.

Details

Series McLaren MP4-12C
Year	2012
Production Total	~3500
Mileage	7,925
Engine	3.8L Twin-Turbo V8
Transmission	6-speed DCT Automatic
Color EXT	McLaren Orange
Color INT	Carbon Black
Documentation	Carfax, Service Records
Condition	Original, excellent condition
Books/manuals/tools	Yes
Restored	No
Paint	Original
Vin #	SBM11AAA2CW001710
Engine	Original
Transmission	Original

Depreciation

The Company treats automobile assets as collectible and therefore will not depreciate or amortize the Series McLaren MP4-12C going forward.

EXHIBIT INDEX

Exhibit 2.1 – Certificate of Formation (1)

Exhibit 2.2 – Second Amended and Restated Operating Agreement (1)

Exhibit 3.1 – Series Designation for Series #77LE1 (1)

Exhibit 3.2 – Amended and Restated Series Designation for Series #69BM1 (1)

Exhibit 3.3 – Series Designation for Series #88LJ1 (3)

Exhibit 3.4 – Series Designation for Series #85FT1 (3)

Exhibit 3.5 – Series Designation for Series #55PS1 (3)

Exhibit 3.6 – Amended and Restated Series Designation for Series #83FB1 (9)

Exhibit 3.7 – Amended and Restated Series Designation for Series #93XJ1 (9)

Exhibit 3.8 – Series Designation for Series #95BL1 (8)

Exhibit 3.9 – Series Designation for Series #90FM1 (9)

Exhibit 3.10 – Series Designation for Series #89PS1 (9)

Exhibit 3.11 – Series Designation for Series #98DV1 (10)

Exhibit 3.12 – Series Designation for Series #80LC1 (10)

Exhibit 3.13 – Series Designation for Series #72FG1 (10)

Exhibit 3.14 – Series Designation for Series #06FS1 (11)

Exhibit 3.15 – Series Designation for Series #94DV1 (11)

Exhibit 3.16 – Amended and Restated Series Designation for Series #91MV1 (12)

Exhibit 3.17 – Series Designation for Series #02AX1 (11)

Exhibit 3.18 – Series Designation for Series #92LD1 (11)

Exhibit 3.19 – Series Designation for Series #99LE1 (11)

Exhibit 3.20 – Series Designation for Series #91GS1 (11)

Exhibit 3.21 – Series Designation for Series #99FG1 (11)

Exhibit 3.22 – Series Designation for Series #88PT1 (11)

Exhibit 3.23 – Amended and Restated Series Designation for Series #90ME1 (12)

Exhibit 3.24 – Series Designation for Series #82AB1 (11)

Exhibit 3.25 – Series Designation for Series #00FM1 (12)

Exhibit 3.26 – Series Designation for Series #94LD1 (12)

Exhibit 3.27 – Series Designation for Series #02BZ1 (12)

Exhibit 3.28 – Series Designation for Series #88BM1 (12)

Exhibit 3.29 – Series Designation for Series #11BM1 (12)

Exhibit 3.30 – Series Designation for Series #03PG1 (12)

Exhibit 3.31 – Series Designation for Series #06FG1 (12)

Exhibit 3.32 – Series Designation for Series #72MC1 (12)

Exhibit 3.33 – Series Designation for Series #65AG1 (13)

Exhibit 3.34 – Series Designation for Series #76PT1 (13)

Exhibit 3.35 – Series Designation for Series #63CC1 (13)

Exhibit 3.36 – Series Designation for Series #65FM1 (13)

Exhibit 3.37 – Series Designation for Series #61MG1 (13)

Exhibit 3.38 – Series Designation for Series #82AV1 (13)

Exhibit 3.39 – Series Designation for Series #91DP1 (13)

Exhibit 3.40 – Series Designation for #61JE1

Exhibit 3.41 – Series Designation for #75RA1

Exhibit 3.42 – Series Designation for #93FS1

Exhibit 3.43 – Series Designation for #90MM1

Exhibit 3.44 – Series Designation for #87FF1

Exhibit 3.45 – Series Designation for #12MM1

Exhibit 4.1 – Form of Subscription Agreement for Series #69BM1 (1)

Exhibit 4.2 – Form of Subscription Agreement for Series #88LJ1 (3)

Exhibit 4.3 – Form of Subscription Agreement for Series #85FT1 (3)

Exhibit 4.4 – Form of Subscription Agreement for Series #55PS1 (3)

Exhibit 4.5 – Amended and Restated Form of Subscription Agreement for Series #83FB1 (9)

Exhibit 4.6 – Amended and Restated Form of Subscription Agreement for Series #93XJ1 (9)

III-1

Exhibit 4.7 – Form of Subscription Agreement for Series #95BL1 (8)

Exhibit 4.8 – Form of Subscription Agreement for Series #90FM1 (9)

Exhibit 4.9 – Form of Subscription Agreement for Series #89PS1 (9)

Exhibit 4.10 – Form of Subscription Agreement for Series #98DV1 (10)

Exhibit 4.11 – Form of Subscription Agreement for Series #80LC1 (10)

Exhibit 4.12 – Form of Subscription Agreement for Series #72FG1 (10)

Exhibit 4.13 – Amended and Restated Form of Subscription Agreement for Series #06FS1 (11)

Exhibit 4.14 – Form of Subscription Agreement for Series #94DV1 (11)

Exhibit 4.15 – Amended and Restated Form of Subscription Agreement for Series #91MV1 (12)

Exhibit 4.16 – Form of Subscription Agreement for Series #02AX1 (11)

Exhibit 4.17 – Form of Subscription Agreement for Series #92LD1 (11)

Exhibit 4.18 – Form of Subscription Agreement for Series #99LE1 (11)

Exhibit 4.19 – Form of Subscription Agreement for Series #91GS1 (11)

Exhibit 4.20 – Form of Subscription Agreement for Series #99FG1 (11)

Exhibit 4.21 – Form of Subscription Agreement for Series #88PT1 (11)

Exhibit 4.22 – Amended and Restated Form of Subscription Agreement for Series #90ME1 (12)

Exhibit 4.23 – Form of Subscription Agreement for Series #82AB1 (11)

Exhibit 4.24 – Form of Subscription Agreement for Series #00FM1 (12)

Exhibit 4.25 – Form of Subscription Agreement for Series #94LD1 (12)

Exhibit 4.26 – Form of Subscription Agreement for Series #02BZ1 (12)

Exhibit 4.27 – Form of Subscription Agreement for Series #88BM1 (12)

Exhibit 4.28 – Form of Subscription Agreement for Series #11BM1 (12)

Exhibit 4.29 – Form of Subscription Agreement for Series #03PG1 (12)

Exhibit 4.30 – Form of Subscription Agreement for Series #06FG1 (12)

Exhibit 4.31 – Form of Subscription Agreement for Series #72MC1 (12)

Exhibit 4.32 – Form of Subscription Agreement for Series #65AG1 (13)

Exhibit 4.33 – Form of Subscription Agreement for Series #76PT1 (13)

Exhibit 4.34 – Form of Subscription Agreement for Series #63CC1 (13)

Exhibit 4.35 – Form of Subscription Agreement for Series #65FM1 (13)

Exhibit 4.36 – Form of Subscription Agreement for Series #61MG1 (13)

Exhibit 4.37 – Form of Subscription Agreement for Series #82AV1 (13)

Exhibit 4.38 – Form of Subscription Agreement for Series #91DP1 (13)

Exhibit 4.39 – Form of Subscription Agreement

Exhibit 6.1 – Form of Asset Management Agreement for Series #69BM1 (1)

Exhibit 6.2 – Promissory Note in respect of Series #69BM1 Asset (1)

Exhibit 6.3 – Promissory Note in respect of Series #88LJ1 Asset (3)

Exhibit 6.4 – Promissory Note in respect of Series #85FT1 Asset (3)

Exhibit 6.5 – Promissory Note, Disclosure and Security Agreement in respect of Series #85FT1 Asset (3)

Exhibit 6.6 – Purchase Option Agreement in respect of Series #55PS1 Asset (3)

Exhibit 6.7 – Promissory Note in respect of Series #55PS1 Asset (3)

Exhibit 6.8 – Form of Asset Management Agreement for Series #88LJ1 (3)

Exhibit 6.9 – Form of Asset Management Agreement for Series #85FT1 (3)

Exhibit 6.10 – Form of Asset Management Agreement for Series #55PS1 (3)

Exhibit 6.11 – Form of Asset Management Agreement for Series #83FB1 (4)

Exhibit 6.12 – Purchase Option Agreement in respect of Series #83FB1 Asset (4)

Exhibit 6.13 – Form of Asset Management Agreement for Series #93XJ1 (7)

Exhibit 6.14 – Purchase Option Agreement in respect of Series #93XJ1 Asset (7)

Exhibit 6.15 – Promissory Note in respect of Series #95BL1 Asset (8)

Exhibit 6.16 – Promissory Note, Disclosure and Security Agreement in respect of Series #95BL1 Asset (8)

Exhibit 6.17 – Form Asset Management Agreement in respect of Series #95BL1 Asset (8)

Exhibit 6.18 – Promissory Note 2 in respect of Series #55PS1 Asset (8)

Exhibit 6.19 – Promissory Note in respect of Series #93XJ1 Asset (8)

Exhibit 6.20 – Promissory Note 2 in respect of Series #93XJ1 Asset (8)

Exhibit 6.21 – Form of Asset Management Agreement for Series #90FM1 (9)

Exhibit 6.22 – Form of Asset Management Agreement for Series #89PS1 (9)

Exhibit 6.23 – Purchase Option Agreement in respect of Series #90FM1 Asset (9)

III-2

Exhibit 6.24 – Purchase Option Agreement in respect of Series #89PS1 Asset (9)

Exhibit 6.25 – Promissory Note in respect of Series #98DV1 Asset (10)

Exhibit 6.26 – Form of Asset Management Agreement for Series #98DV1 (10)

Exhibit 6.27 – Purchase Option Agreement in respect of Series #80LC1 Asset (10)

Exhibit 6.28 – Form of Asset Management Agreement for Series #80LC1 (10)

Exhibit 6.29 – Form of Asset Management Agreement for Series #72FG1 (10)

Exhibit 6.30 – Amended and Restated Form of Asset Management Agreement for Series #06FS1 (11)

Exhibit 6.31 – Purchase Option Agreement in respect of Series #06FS1 Asset (11)

Exhibit 6.32 – Purchase Option Agreement in respect of Series #94DV1 Asset (11)

Exhibit 6.33 – Promissory Note in respect of Series #02AX1 Asset (11)

Exhibit 6.34 – Promissory Note in respect of Series #99LE1 Asset (11)

Exhibit 6.35 – Form of Asset Management Agreement for Series #94DV1 (11)

Exhibit 6.36 – Amended and Restated Form of Asset Management Agreement for Series #91MV1 (12)

Exhibit 6.37 – Form of Asset Management Agreement for Series #02AX1 (11)

Exhibit 6.38 – Form of Asset Management Agreement for Series #92LD1 (11)

Exhibit 6.39 – Form of Asset Management Agreement for Series #99LE1 (11)

Exhibit 6.40 – Form of Asset Management Agreement for Series #91GS1 (11)

Exhibit 6.41 – Form of Asset Management Agreement for Series #99FG1 (11)

Exhibit 6.42 – Form of Asset Management Agreement for Series #88PT1 (11)

Exhibit 6.43 – Amended and Restated Form of Asset Management Agreement for Series #90ME1(12)

Exhibit 6.44 – Form of Asset Management Agreement for Series #82AB1 (11)

Exhibit 6.45 – Form of Asset Management Agreement for Series #00FM1 (12)

Exhibit 6.46 – Form of Asset Management Agreement for Series #94LD1 (12)

Exhibit 6.47 – Form of Asset Management Agreement for Series #02BZ1 (12)

Exhibit 6.48 – Form of Asset Management Agreement for Series #88BM1 (12)

Exhibit 6.49 – Form of Asset Management Agreement for Series #11BM1 (12)

Exhibit 6.50 – Form of Asset Management Agreement for Series #03PG1 (12)

Exhibit 6.51 – Form of Asset Management Agreement for Series #06FG1 (12)

Exhibit 6.52 – Form of Asset Management Agreement for Series #72MC1 (12)

Exhibit 6.53 – Purchase Agreement in respect of Series #94LD1 Asset (12)

Exhibit 6.54 – Purchase Agreement in respect of Series #02BZ1 Asset (12)

Exhibit 6.55 – Purchase Option Agreement in respect of Series #11BM1 Asset (12)

Exhibit 6.56 – Purchase Option Agreement in respect of Series #03PG1 Asset (12)

Exhibit 6.57 – Purchase Agreement in respect of Series #06FG1 Asset (12)

Exhibit 6.58 – Purchase Option Agreement in respect of Series #72MC1 Asset (12)

Exhibit 6.59 – Form of Asset Management Agreement for Series #65AG1 (13)

Exhibit 6.60 – Form of Asset Management Agreement for Series #76PT1 (13)

Exhibit 6.61 – Form of Asset Management Agreement for Series #63CC1 (13)

Exhibit 6.62 – Form of Asset Management Agreement for Series #65FM1 (13)

Exhibit 6.63 – Form of Asset Management Agreement for Series #61MG1 (13)

Exhibit 6.64 – Form of Asset Management Agreement for Series #82AV1 (13)

Exhibit 6.65 – Form of Asset Management Agreement for Series #91DP1 (13)

Exhibit 6.66 – Purchase Agreement in respect of Series #65FM1 Asset (13)

Exhibit 6.67 – Purchase Agreement in respect of Series #61MG1 Asset (13)

Exhibit 6.68 – Purchase Option Agreement in respect of Series #91DP1 Asset (13)

Exhibit 6.69 – Form of Asset Management Agreement for Series #61JE1

Exhibit 6.70 – Form of Asset Management Agreement for Series #75RA1

Exhibit 6.71 – Form of Asset Management Agreement for Series #93FS1

Exhibit 6.72 – Form of Asset Management Agreement for Series #90MM1

Exhibit 6.73 – Form of Asset Management Agreement for Series #87FF1

Exhibit 6.74 – Form of Asset Management Agreement for Series #12MM1

Exhibit 8.1 – Form of Escrow Agreement (1)

Exhibit 11.1 – Consent of EisnerAmper LLP

Exhibit 12.1 – Opinion of Nixon Peabody LLP

Exhibit 13.1 – Testing the Waters Materials for Series #69BM1 (1)

Exhibit 15.1 – Draft Offering Statement previously submitted pursuant to Rule 252(d) (2)

III-3

(1)Previously filed as an Exhibit to the Company’s Form 1-A filed with the Commission on June 30, 2017

(2)Previously filed as an Exhibit to the Company’s Form 1-A/A filed with the Commission on July 13, 2017

(3)Previously filed as an Exhibit to the Company’s Form 1-A POS filed with the Commission on August 21, 2017

(4)Previously filed as Amendment 2 to the Company’s Form 1-A POS filed with the Commission on
December 18, 2017

(5)Previously filed as Amendment 3 to the Company’s Form 1-A POS filed with the Commission on December 19, 2017

(6)Amended as part of the submission of Amendment 4 to the Company’s Form 1-A POS filed with the Commission on February 20, 2018

(7)Previously filed as Amendment 4 to the Company’s Form 1-A POS filed with the Commission on February 20, 2018

(8)Previously filed as Amendment 5 to the Company’s Form 1-A POS filed with the Commission on May 11, 2018

(9)Previously filed as Amendment 6 to the Company’s Form 1-A POS filed with the Commission on June 22, 2018

(10)Previously filed as Amendment 7 to the Company’s Form 1-A POS filed with the Commission on August 24, 2018

(11)Previously filed as Amendment 8 to the Company’s Form 1-A POS filed with the Commission on October 15, 2018

(12)Previously filed as Amendment 10 to the Company’s Form 1-A POS filed with the Commission on November 16, 2018

(13)Previously filed as Amendment 11 to the Company’s Form 1-A POS filed with the Commission on December 19, 2018

(13)

III-4

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

RSE COLLECTION, LLC

By: RSE Markets, Inc., its managing member

By: /s/ Christopher Bruno

Name: Christopher Bruno

Title: President

This report has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Christopher Bruno

Name: Christopher Bruno

President of RSE Markets, Inc.

(Principal Executive Officer)

January 31, 2019

/s/ Maximilian F. Niederste-Ostholt

Name: Maximilian F. Niederste-Ostholt

Chief Financial Officer of

RSE Markets, Inc.

(Principal Financial Officer)

January 31, 2019

RSE MARKETS, INC.

By: /s/ Christopher Bruno

Name: Christopher Bruno

Title: President

Managing Member

January 31, 2019

Exhibit 3.40

Series Designation of

Series #61JE1, a series of RSE Collection, LLC

In accordance with the Second Amended and Restated Limited Liability Company Agreement of RSE Collection, LLC (the “Company”) dated May 25, 2017 (the “Agreement”) and upon the execution of this Exhibit 3.40 by the Company and RSE Markets, Inc. in its capacity as Managing Member of the Company and Initial Member of Series #61JE1, a series of RSE Collection, LLC (“Series #61JE1”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement as “Exhibit 3.40”.

References to Sections and Articles set forth herein are references to Sections and Articles of the Agreement, as in effect as of the effective date of establishment set forth below.

Name of Series	Series #61JE1, a series of RSE Collection, LLC
Effective date of establishment	January 10, 2019
Managing Member	RSE Markets, Inc., was appointed as the Managing Member of Series #61JE1 with effect from the date of the Original LLC Agreement and shall continue to act as the Managing Member of Series #61JE1 until dissolution of Series #61JE1 pursuant to Section 11.1(b) or its removal and replacement pursuant to Section 4.3 or ARTICLE X
Initial Member	RSE Markets, Inc.
Series Asset	The Series Assets of Series #61JE1 shall comprise the 1961 Jaguar E-Type which will be acquired by Series #61JE1 upon the close of the Initial Offering and any assets and liabilities associated with such asset and such other assets and liabilities acquired by Series #61JE1 from time to time, as determined by the Managing Member in its sole discretion
Asset Manager	RSE Markets, Inc.
Management Fee	As stated in Section 6.5
Purpose	As stated in Section 2.4
Issuance	Subject to Section 6.3(a)(i), the maximum number of Series #61JE1 Interests the Company can issue is 3,000
Number of Series #61JE1 Interests held by the Managing Member and its Affiliates	The Managing Member must purchase a minimum of 2% and may purchase a maximum of 10% of Series #61JE1 Interests through the Offering
Broker	Cuttone & Company, LLC
Brokerage Fee	Up to 0.75% of the purchase price of the Interests from Series #61JE1 sold at the Initial Offering of the Series #61JE1 Interests (excluding the Series #61JE1 Interests acquired by any Person other than Investor Members)
Interest Designation	No Interest Designation shall be required in connection with the issuance of Series #61JE1 Interests
Voting	Subject to Section 3.5, the Series #61JE1 Interests shall entitle the Record Holders thereof to one vote per Interest on any and all matters submitted to the consent or approval of Members generally. No separate vote or consent of the Record Holders of Series #61JE1 Interests shall be required for the approval of any matter, except as required by the Delaware Act or except as provided elsewhere in this Agreement. The affirmative vote of the holders of not less than a majority of the Series #61JE1 Interests then Outstanding shall be required for: (a) any amendment to this Agreement (including this Series Designation) that would adversely change the rights of the Series #61JE1 Interests; (b) mergers, consolidations or conversions of Series #61JE1 or the Company; and (c) all such other matters as the Managing Member, in its sole discretion, determines shall require the approval of the holders of the Outstanding Series #61JE1 Interests voting as a separate class. Notwithstanding the foregoing, the separate approval of the holders of Series #61JE1 Interests shall not be required for any of the other matters specified under Section 12.1
Splits	There shall be no subdivision of the Series #61JE1 Interests other than in accordance with Section 3.7
Sourcing Fee	No greater than $3,524, which may be waived by the Managing Member in its sole discretion
Other rights	Holders of Series #61JE1 Interests shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of Series #61JE1 Interests
Officers	There shall initially be no specific officers associated with Series #61JE1, although, the Managing Member may appoint Officers of Series #61JE1 from time to time, in its sole discretion
Aggregate Ownership Limit	As stated in Section 1.1
Minimum Interests	One (1) Interest per Member
Fiscal Year	As stated in Section 8.2
Information Reporting	As stated in Section 8.1(c)
Termination	As stated in Section 11.1(b)
Liquidation	As stated in Section 11.3
Amendments to this Exhibit 3.40	As stated in Article XII

- 1 -

Exhibit 3.41

Series Designation of

Series #75RA1, a series of RSE Collection, LLC

In accordance with the Second Amended and Restated Limited Liability Company Agreement of RSE Collection, LLC (the “Company”) dated May 25, 2017 (the “Agreement”) and upon the execution of this Exhibit 3.41 by the Company and RSE Markets, Inc. in its capacity as Managing Member of the Company and Initial Member of Series #75RA1, a series of RSE Collection, LLC (“Series #75RA1”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement as “Exhibit 3.41”.

References to Sections and Articles set forth herein are references to Sections and Articles of the Agreement, as in effect as of the effective date of establishment set forth below.

Name of Series	Series #75RA1, a series of RSE Collection, LLC
Effective date of establishment	January 11, 2019
Managing Member	RSE Markets, Inc., was appointed as the Managing Member of Series #75RA1 with effect from the date of the Original LLC Agreement and shall continue to act as the Managing Member of Series #75RA1 until dissolution of Series #75RA1 pursuant to Section 11.1(b) or its removal and replacement pursuant to Section 4.3 or ARTICLE X
Initial Member	RSE Markets, Inc.
Series Asset	The Series Assets of Series #75RA1 shall comprise the 1975 Renault Alpine A110 1300 which will be acquired by Series #75RA1 upon the close of the Initial Offering and any assets and liabilities associated with such asset and such other assets and liabilities acquired by Series #75RA1 from time to time, as determined by the Managing Member in its sole discretion
Asset Manager	RSE Markets, Inc.
Management Fee	As stated in Section 6.5
Purpose	As stated in Section 2.4
Issuance	Subject to Section 6.3(a)(i), the maximum number of Series #75RA1 Interests the Company can issue is 2,000
Number of Series #75RA1 Interests held by the Managing Member and its Affiliates	The Managing Member must purchase a minimum of 2% and may purchase a maximum of 10% of Series #75RA1 Interests through the Offering
Broker	Cuttone & Company, LLC
Brokerage Fee	Up to 0.75% of the purchase price of the Interests from Series #75RA1 sold at the Initial Offering of the Series #75RA1 Interests (excluding the Series #75RA1 Interests acquired by any Person other than Investor Members)
Interest Designation	No Interest Designation shall be required in connection with the issuance of Series #75RA1 Interests
Voting	Subject to Section 3.5, the Series #75RA1 Interests shall entitle the Record Holders thereof to one vote per Interest on any and all matters submitted to the consent or approval of Members generally. No separate vote or consent of the Record Holders of Series #75RA1 Interests shall be required for the approval of any matter, except as required by the Delaware Act or except as provided elsewhere in this Agreement. The affirmative vote of the holders of not less than a majority of the Series #75RA1 Interests then Outstanding shall be required for: (a) any amendment to this Agreement (including this Series Designation) that would adversely change the rights of the Series #75RA1 Interests; (b) mergers, consolidations or conversions of Series #75RA1 or the Company; and (c) all such other matters as the Managing Member, in its sole discretion, determines shall require the approval of the holders of the Outstanding Series #75RA1 Interests voting as a separate class. Notwithstanding the foregoing, the separate approval of the holders of Series #75RA1 Interests shall not be required for any of the other matters specified under Section 12.1
Splits	There shall be no subdivision of the Series #75RA1 Interests other than in accordance with Section 3.7
Sourcing Fee	No greater than $3,732, which may be waived by the Managing Member in its sole discretion
Other rights	Holders of Series #75RA1 Interests shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of Series #75RA1 Interests
Officers	There shall initially be no specific officers associated with Series #75RA1, although, the Managing Member may appoint Officers of Series #75RA1 from time to time, in its sole discretion
Aggregate Ownership Limit	As stated in Section 1.1
Minimum Interests	One (1) Interest per Member
Fiscal Year	As stated in Section 8.2
Information Reporting	As stated in Section 8.1(c)
Termination	As stated in Section 11.1(b)
Liquidation	As stated in Section 11.3
Amendments to this Exhibit 3.41	As stated in Article XII

- 1 -

Exhibit 3.42

Series Designation of

Series #93FS1, a series of RSE Collection, LLC

In accordance with the Second Amended and Restated Limited Liability Company Agreement of RSE Collection, LLC (the “Company”) dated May 25, 2017 (the “Agreement”) and upon the execution of this Exhibit 3.42 by the Company and RSE Markets, Inc. in its capacity as Managing Member of the Company and Initial Member of Series #93FS1, a series of RSE Collection, LLC (“Series #93FS1”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement as “Exhibit 3.42”.

References to Sections and Articles set forth herein are references to Sections and Articles of the Agreement, as in effect as of the effective date of establishment set forth below.

Name of Series	Series #93FS1, a series of RSE Collection, LLC
Effective date of establishment	January 14, 2019
Managing Member	RSE Markets, Inc., was appointed as the Managing Member of Series #93FS1 with effect from the date of the Original LLC Agreement and shall continue to act as the Managing Member of Series #93FS1 until dissolution of Series #93FS1 pursuant to Section 11.1(b) or its removal and replacement pursuant to Section 4.3 or ARTICLE X
Initial Member	RSE Markets, Inc.
Series Asset	The Series Assets of Series #93FS1 shall comprise the 1993 Ferrari 348TS Serie Speciale which will be acquired by Series #93FS1 upon the close of the Initial Offering and any assets and liabilities associated with such asset and such other assets and liabilities acquired by Series #93FS1 from time to time, as determined by the Managing Member in its sole discretion
Asset Manager	RSE Markets, Inc.
Management Fee	As stated in Section 6.5
Purpose	As stated in Section 2.4
Issuance	Subject to Section 6.3(a)(i), the maximum number of Series #93FS1 Interests the Company can issue is 2,000
Number of Series #93FS1 Interests held by the Managing Member and its Affiliates	The Managing Member must purchase a minimum of 2% and may purchase a maximum of 10% of Series #93FS1 Interests through the Offering
Broker	Cuttone & Company, LLC
Brokerage Fee	Up to 0.75% of the purchase price of the Interests from Series #93FS1 sold at the Initial Offering of the Series #93FS1 Interests (excluding the Series #93FS1 Interests acquired by any Person other than Investor Members)
Interest Designation	No Interest Designation shall be required in connection with the issuance of Series #93FS1 Interests
Voting	Subject to Section 3.5, the Series #93FS1 Interests shall entitle the Record Holders thereof to one vote per Interest on any and all matters submitted to the consent or approval of Members generally. No separate vote or consent of the Record Holders of Series #93FS1 Interests shall be required for the approval of any matter, except as required by the Delaware Act or except as provided elsewhere in this Agreement. The affirmative vote of the holders of not less than a majority of the Series #93FS1 Interests then Outstanding shall be required for: (a) any amendment to this Agreement (including this Series Designation) that would adversely change the rights of the Series #93FS1 Interests; (b) mergers, consolidations or conversions of Series #93FS1 or the Company; and (c) all such other matters as the Managing Member, in its sole discretion, determines shall require the approval of the holders of the Outstanding Series #93FS1 Interests voting as a separate class. Notwithstanding the foregoing, the separate approval of the holders of Series #93FS1 Interests shall not be required for any of the other matters specified under Section 12.1
Splits	There shall be no subdivision of the Series #93FS1 Interests other than in accordance with Section 3.7
Sourcing Fee	No greater than $1,370, which may be waived by the Managing Member in its sole discretion
Other rights	Holders of Series #93FS1 Interests shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of Series #93FS1 Interests
Officers	There shall initially be no specific officers associated with Series #93FS1, although, the Managing Member may appoint Officers of Series #93FS1 from time to time, in its sole discretion
Aggregate Ownership Limit	As stated in Section 1.1
Minimum Interests	One (1) Interest per Member
Fiscal Year	As stated in Section 8.2
Information Reporting	As stated in Section 8.1(c)
Termination	As stated in Section 11.1(b)
Liquidation	As stated in Section 11.3
Amendments to this Exhibit 3.42	As stated in Article XII

- 1 -

Exhibit 3.43

Series Designation of

Series #90MM1, a series of RSE Collection, LLC

In accordance with the Second Amended and Restated Limited Liability Company Agreement of RSE Collection, LLC (the “Company”) dated May 25, 2017 (the “Agreement”) and upon the execution of this Exhibit 3.43 by the Company and RSE Markets, Inc. in its capacity as Managing Member of the Company and Initial Member of Series #90MM1, a series of RSE Collection, LLC (“Series #90MM1”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement as “Exhibit 3.43”.

References to Sections and Articles set forth herein are references to Sections and Articles of the Agreement, as in effect as of the effective date of establishment set forth below.

Name of Series	Series #90MM1, a series of RSE Collection, LLC
Effective date of establishment	January 15, 2019
Managing Member	RSE Markets, Inc., was appointed as the Managing Member of Series #90MM1 with effect from the date of the Original LLC Agreement and shall continue to act as the Managing Member of Series #90MM1 until dissolution of Series #90MM1 pursuant to Section 11.1(b) or its removal and replacement pursuant to Section 4.3 or ARTICLE X
Initial Member	RSE Markets, Inc.
Series Asset	The Series Assets of Series #90MM1 shall comprise the 1990 Mazda Miata MX-5 which will be acquired by Series #90MM1 upon the close of the Initial Offering and any assets and liabilities associated with such asset and such other assets and liabilities acquired by Series #90MM1 from time to time, as determined by the Managing Member in its sole discretion
Asset Manager	RSE Markets, Inc.
Management Fee	As stated in Section 6.5
Purpose	As stated in Section 2.4
Issuance	Subject to Section 6.3(a)(i), the maximum number of Series #90MM1 Interests the Company can issue is 2,000
Number of Series #90MM1 Interests held by the Managing Member and its Affiliates	The Managing Member must purchase a minimum of 2% and may purchase a maximum of 10% of Series #90MM1 Interests through the Offering
Broker	Cuttone & Company, LLC
Brokerage Fee	Up to 0.75% of the purchase price of the Interests from Series #90MM1 sold at the Initial Offering of the Series #90MM1 Interests (excluding the Series #90MM1 Interests acquired by any Person other than Investor Members)
Interest Designation	No Interest Designation shall be required in connection with the issuance of Series #90MM1 Interests
Voting	Subject to Section 3.5, the Series #90MM1 Interests shall entitle the Record Holders thereof to one vote per Interest on any and all matters submitted to the consent or approval of Members generally. No separate vote or consent of the Record Holders of Series #90MM1 Interests shall be required for the approval of any matter, except as required by the Delaware Act or except as provided elsewhere in this Agreement. The affirmative vote of the holders of not less than a majority of the Series #90MM1 Interests then Outstanding shall be required for: (a) any amendment to this Agreement (including this Series Designation) that would adversely change the rights of the Series #90MM1 Interests; (b) mergers, consolidations or conversions of Series #90MM1 or the Company; and (c) all such other matters as the Managing Member, in its sole discretion, determines shall require the approval of the holders of the Outstanding Series #90MM1 Interests voting as a separate class. Notwithstanding the foregoing, the separate approval of the holders of Series #90MM1 Interests shall not be required for any of the other matters specified under Section 12.1
Splits	There shall be no subdivision of the Series #90MM1 Interests other than in accordance with Section 3.7
Sourcing Fee	No greater than $949, which may be waived by the Managing Member in its sole discretion
Other rights	Holders of Series #90MM1 Interests shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of Series #90MM1 Interests
Officers	There shall initially be no specific officers associated with Series #90MM1, although, the Managing Member may appoint Officers of Series #90MM1 from time to time, in its sole discretion
Aggregate Ownership Limit	As stated in Section 1.1
Minimum Interests	One (1) Interest per Member
Fiscal Year	As stated in Section 8.2
Information Reporting	As stated in Section 8.1(c)
Termination	As stated in Section 11.1(b)
Liquidation	As stated in Section 11.3
Amendments to this Exhibit 3.43	As stated in Article XII

- 1 -

Exhibit 3.44

Series Designation of

Series #87FF1, a series of RSE Collection, LLC

In accordance with the Second Amended and Restated Limited Liability Company Agreement of RSE Collection, LLC (the “Company”) dated May 25, 2017 (the “Agreement”) and upon the execution of this Exhibit 3.44 by the Company and RSE Markets, Inc. in its capacity as Managing Member of the Company and Initial Member of Series #87FF1, a series of RSE Collection, LLC (“Series #87FF1”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement as “Exhibit 3.44”.

References to Sections and Articles set forth herein are references to Sections and Articles of the Agreement, as in effect as of the effective date of establishment set forth below.

Name of Series	Series #87FF1, a series of RSE Collection, LLC
Effective date of establishment	January 17, 2019
Managing Member	RSE Markets, Inc., was appointed as the Managing Member of Series #87FF1 with effect from the date of the Original LLC Agreement and shall continue to act as the Managing Member of Series #87FF1 until dissolution of Series #87FF1 pursuant to Section 11.1(b) or its removal and replacement pursuant to Section 4.3 or ARTICLE X
Initial Member	RSE Markets, Inc.
Series Asset	The Series Assets of Series #87FF1 shall comprise the 1987 Ferrari 412 which will be acquired by Series #87FF1 upon the close of the Initial Offering and any assets and liabilities associated with such asset and such other assets and liabilities acquired by Series #87FF1 from time to time, as determined by the Managing Member in its sole discretion
Asset Manager	RSE Markets, Inc.
Management Fee	As stated in Section 6.5
Purpose	As stated in Section 2.4
Issuance	Subject to Section 6.3(a)(i), the maximum number of Series #87FF1 Interests the Company can issue is 2,000
Number of Series #87FF1 Interests held by the Managing Member and its Affiliates	The Managing Member must purchase a minimum of 2% and may purchase a maximum of 10% of Series #87FF1 Interests through the Offering
Broker	Cuttone & Company, LLC
Brokerage Fee	Up to 0.75% of the purchase price of the Interests from Series #87FF1 sold at the Initial Offering of the Series #87FF1 Interests (excluding the Series #87FF1 Interests acquired by any Person other than Investor Members)
Interest Designation	No Interest Designation shall be required in connection with the issuance of Series #87FF1 Interests
Voting	Subject to Section 3.5, the Series #87FF1 Interests shall entitle the Record Holders thereof to one vote per Interest on any and all matters submitted to the consent or approval of Members generally. No separate vote or consent of the Record Holders of Series #87FF1 Interests shall be required for the approval of any matter, except as required by the Delaware Act or except as provided elsewhere in this Agreement. The affirmative vote of the holders of not less than a majority of the Series #87FF1 Interests then Outstanding shall be required for: (a) any amendment to this Agreement (including this Series Designation) that would adversely change the rights of the Series #87FF1 Interests; (b) mergers, consolidations or conversions of Series #87FF1 or the Company; and (c) all such other matters as the Managing Member, in its sole discretion, determines shall require the approval of the holders of the Outstanding Series #87FF1 Interests voting as a separate class. Notwithstanding the foregoing, the separate approval of the holders of Series #87FF1 Interests shall not be required for any of the other matters specified under Section 12.1
Splits	There shall be no subdivision of the Series #87FF1 Interests other than in accordance with Section 3.7
Sourcing Fee	No greater than $1,048, which may be waived by the Managing Member in its sole discretion
Other rights	Holders of Series #87FF1 Interests shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of Series #87FF1 Interests
Officers	There shall initially be no specific officers associated with Series #87FF1, although, the Managing Member may appoint Officers of Series #87FF1 from time to time, in its sole discretion
Aggregate Ownership Limit	As stated in Section 1.1
Minimum Interests	One (1) Interest per Member
Fiscal Year	As stated in Section 8.2
Information Reporting	As stated in Section 8.1(c)
Termination	As stated in Section 11.1(b)
Liquidation	As stated in Section 11.3
Amendments to this Exhibit 3.44	As stated in Article XII

- 1 -

Exhibit 3.45

Series Designation of

Series #12MM1, a series of RSE Collection, LLC

In accordance with the Second Amended and Restated Limited Liability Company Agreement of RSE Collection, LLC (the “Company”) dated May 25, 2017 (the “Agreement”) and upon the execution of this Exhibit 3.45 by the Company and RSE Markets, Inc. in its capacity as Managing Member of the Company and Initial Member of Series #12MM1, a series of RSE Collection, LLC (“Series #12MM1”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement as “Exhibit 3.45”.

References to Sections and Articles set forth herein are references to Sections and Articles of the Agreement, as in effect as of the effective date of establishment set forth below.

Name of Series	Series #12MM1, a series of RSE Collection, LLC
Effective date of establishment	January 18, 2019
Managing Member	RSE Markets, Inc., was appointed as the Managing Member of Series #12MM1 with effect from the date of the Original LLC Agreement and shall continue to act as the Managing Member of Series #12MM1 until dissolution of Series #12MM1 pursuant to Section 11.1(b) or its removal and replacement pursuant to Section 4.3 or ARTICLE X
Initial Member	RSE Markets, Inc.
Series Asset	The Series Assets of Series #12MM1 shall comprise the 2012 McLaren MP4-12C which will be acquired by Series #12MM1 upon the close of the Initial Offering and any assets and liabilities associated with such asset and such other assets and liabilities acquired by Series #12MM1 from time to time, as determined by the Managing Member in its sole discretion
Asset Manager	RSE Markets, Inc.
Management Fee	As stated in Section 6.5
Purpose	As stated in Section 2.4
Issuance	Subject to Section 6.3(a)(i), the maximum number of Series #12MM1 Interests the Company can issue is 2,000
Number of Series #12MM1 Interests held by the Managing Member and its Affiliates	The Managing Member must purchase a minimum of 2% and may purchase a maximum of 10% of Series #12MM1 Interests through the Offering
Broker	Cuttone & Company, LLC
Brokerage Fee	Up to 0.75% of the purchase price of the Interests from Series #12MM1 sold at the Initial Offering of the Series #12MM1 Interests (excluding the Series #12MM1 Interests acquired by any Person other than Investor Members)
Interest Designation	No Interest Designation shall be required in connection with the issuance of Series #12MM1 Interests
Voting	Subject to Section 3.5, the Series #12MM1 Interests shall entitle the Record Holders thereof to one vote per Interest on any and all matters submitted to the consent or approval of Members generally. No separate vote or consent of the Record Holders of Series #12MM1 Interests shall be required for the approval of any matter, except as required by the Delaware Act or except as provided elsewhere in this Agreement. The affirmative vote of the holders of not less than a majority of the Series #12MM1 Interests then Outstanding shall be required for: (a) any amendment to this Agreement (including this Series Designation) that would adversely change the rights of the Series #12MM1 Interests; (b) mergers, consolidations or conversions of Series #12MM1 or the Company; and (c) all such other matters as the Managing Member, in its sole discretion, determines shall require the approval of the holders of the Outstanding Series #12MM1 Interests voting as a separate class. Notwithstanding the foregoing, the separate approval of the holders of Series #12MM1 Interests shall not be required for any of the other matters specified under Section 12.1
Splits	There shall be no subdivision of the Series #12MM1 Interests other than in accordance with Section 3.7
Sourcing Fee	No greater than $3,848, which may be waived by the Managing Member in its sole discretion
Other rights	Holders of Series #12MM1 Interests shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of Series #12MM1 Interests
Officers	There shall initially be no specific officers associated with Series #12MM1, although, the Managing Member may appoint Officers of Series #12MM1 from time to time, in its sole discretion
Aggregate Ownership Limit	As stated in Section 1.1
Minimum Interests	One (1) Interest per Member
Fiscal Year	As stated in Section 8.2
Information Reporting	As stated in Section 8.1(c)
Termination	As stated in Section 11.1(b)
Liquidation	As stated in Section 11.3
Amendments to this Exhibit 3.45	As stated in Article XII

- 1 -

INVESTOR QUALIFICATION AND ATTESTATION

INVESTOR INFORMATION

First name

Last name

Date of Birth


Address

Phone Number

E-mail Address
Check the applicable box:
`(a)`I am an “accredited investor”, and have checked the appropriate box on the attached Certificate of Accredited Investor Status indicating the basis of such accredited investor status, which Certificate of Accredited Investor Status is true and correct; or

`(b)`The amount set forth on the first page of this Subscription Agreement, together with any previous investments in securities pursuant to this offering, does not exceed 10% of the greater of my net worth ² or annual income.


Are you or anyone in your immediate household associated with a FINRA member, organization, or the SEC (Y / N)

If yes, please provide name of the FINRA institution


Are you or anyone in your household or immediate family a 10% shareholder, officer, or member of the board of directors of a publicly traded company? (Y / N)

If yes, please list ticker symbols of the publicly traded Company(s)

Social Security #

² In calculating your net worth: (i) your primary residence shall not be included as an asset; (ii) indebtedness that is secured by your primary residence, up to the estimated fair market value of the primary residence at the time of entering into this Subscription Agreement, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of entering into this Subscription Agreement exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii) indebtedness that is secured by your primary residence in excess of the estimated fair market value of the primary residence at the time of entering into this Subscription Agreement shall be included as a liability.

ATTESTATION

I understand that an investment in private securities is very risky, that I may lose all of my invested capital that it is an illiquid investment with no short term exit, and for which an ownership transfer is restricted.

The undersigned Purchaser acknowledges that the Company will be relying upon the information provided by the Purchaser in this Questionnaire. If such representations shall cease to be true and accurate in any respect, the undersigned shall give immediate notice of such fact to the Company.

Signature(s) of Purchaser(s)

Date

CERTIFICATE OF ACCREDITED INVESTOR STATUS

The signatory hereto is an “accredited investor”, as that term is defined in Regulation D under the Securities Act of 1933, as amended (the “Act”). I have checked the box below indicating the basis on which I am representing my status as an “accredited investor”:

		A natural person whose net worth ³, either individually or jointly with such person’s spouse, at the time of such person’s purchase, exceeds $1,000,000;

		A natural person who had individual income in excess of $200,000, or joint income with your spouse in excess of $300,000, in the previous two calendar years and reasonably expects to reach the same income level in the current calendar year;

		A director, executive officer, or general partner of RSE Collection, LLC or RSE Markets, Inc.;

		A bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

		A private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

		An organization described in section 501(c)(3) of the Internal Revenue Code, corporation, limited liability company, Massachusetts or similar business trust, or partnership, in each case not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;


		A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in § 230.506(b)(2)(ii) under the Act; or

		An entity in which all of the equity owners are accredited investors as described above.

³ In calculating your net worth: (i) your primary residence shall not be included as an asset; (ii) indebtedness that is secured by your primary residence, up to the estimated fair market value of the primary residence at the time of entering into this Subscription Agreement, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of entering into this Subscription Agreement exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii) indebtedness that is secured by your primary residence in excess of the estimated fair market value of the primary residence at the time of entering into this Subscription Agreement shall be included as a liability. In calculating your net worth jointly with your spouse, your spouse’s primary residence (if different from your own) and indebtedness secured by such primary residence should be treated in a similar manner.

Exhibit 12.1

Nixon Peabody LLP

Tower 46

55 West 46^th Street

New York, NY 10036-4120

212-940-3000

January 30, 2019

RSE Collection, LLC

c/o RSE Markets, Inc.

250 Lafayette Street

3rd Floor

New York, NY 10012

Re: Post Qualification Amendment No. 12 to Offering Statement on Form 1-A

Ladies and Gentlemen:

In connection with the Offering, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Certificate of Formation of the Company, (ii) the Operating Agreement, (iii) the Series Designations, (iv) corporate proceedings, including the resolutions of the manager of the Company and the Board of Directors of the manager of the Company, with respect to the Offering, and (v) such other documents, instruments

and records as we have deemed necessary to enable us to render the opinions contained herein. We have also relied upon certificates and other assurances of officers of the manager of the Company and others as to certain factual matters without having independently verified such factual matters. We have also reviewed the Offering Statement and forms of Subscription Agreements filed with the Commission. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies, the authenticity of the originals of such documents, the completeness of all records and other information made available to us by the Company on which we have relied, the genuineness of all signatures, the legal capacity of all signatories who are natural persons and the due execution and delivery of all documents.

We have assumed that (i) the statements of the Company contained in the Offering Statement are true and correct as to all factual matters stated therein, (ii) the Offering Statement will be and remain qualified under the Securities Act, and (iii) the Company will receive the required consideration for the issuance of such Interests at or prior to the issuance thereof. We have relied upon certificates of, and information received from, the Company and/or representatives of the Company when relevant facts were not otherwise independently established. We also have relied on information obtained from public officials and other sources believed by us to be reliable as to other questions of fact. We have made no independent investigation of the facts stated in such certificates or as to any information received from the Company, representatives of the Company and/or public officials and do not opine as to the accuracy of such factual matters.

Members of our firm involved in the preparation of this opinion are licensed to practice law in the State of New York and we do not purport to be experts on, or to express any opinion herein concerning, the laws of any jurisdiction other than the laws of the State of New York, the federal law of the United States, and the Delaware Limited Liability Company Act (the “Delaware Act”). We assume no obligation to update or supplement our opinion to reflect any facts or circumstances that may hereafter come to our attention or changes in law that may hereafter occur.

Our opinions below are qualified to the extent that they may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, usury, fraudulent conveyance or similar laws affecting the rights of creditors generally, and (ii) by general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or at equity. We are opining only as to the matters expressly set forth herein and we express no opinion as to any matter not expressly opined on herein.

Based upon and subject to the foregoing, and the other qualifications and limitations contained herein, we are of the opinion that the Interests have been authorized by all necessary limited liability company action of the Company and, when issued and sold in accordance with the terms set forth in the Operating Agreement, applicable Series Designation and applicable Subscription Agreement against payment therefor in the manner contemplated in the Offering Statement, will be legally issued and, under the Delaware Act, purchasers of the Interests have no obligation to make payments to the Company (other than their purchase price for the Interests), or contributions to the Company, solely by reason of their ownership of the Interests or their status as members of the Company, and no personal liability for the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, solely by reason of being members of the Company.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Offering Statement. In giving such consent, we do not admit that any member of this firm is an “expert” within the meaning of the Securities Act or the rules and regulations of the Commission thereunder.

	Very truly yours,

	/s/ Nixon Peabody LLP

	NIXON PEABODY LLP

Issuer CIK	0001688804
Issuer CCC	XXXXXXXX
DOS File Number
Offering File Number	024-10717
Is this a LIVE or TEST Filing?	☒ LIVE ☐ TEST
Would you like a Return Copy?	☒
Notify via Filing Website only?	☐
Since Last Filing?	☒

Exact name of issuer as specified in the issuer's charter	RSE Collection, LLC
Jurisdiction of Incorporation / Organization	DELAWARE
Year of Incorporation	2016
CIK	0001688804
Primary Standard Industrial Classification Code	MOTOR VEHICLES & PASSENGER CAR BODIES
I.R.S. Employer Identification Number	37-1835270
Total number of full-time employees	0
Total number of part-time employees	0

Cash and Cash Equivalents	$ 9905.00
Investment Securities	$ 0.00
Total Investments	$
Accounts and Notes Receivable	$ 1059.00
Loans	$
Property, Plant and Equipment (PP&E):	$ 1309958.00
Property and Equipment	$
Total Assets	$ 1320922.00
Accounts Payable and Accrued Liabilities	$ 106704.00
Policy Liabilities and Accruals	$
Deposits	$
Long Term Debt	$ 337798.00
Total Liabilities	$ 444502.00
Total Stockholders' Equity	$ 876420.00
Total Liabilities and Equity	$ 1320922.00

Total Revenues	$ 0.00
Total Interest Income	$
Costs and Expenses Applicable to Revenues	$ 27461.00
Total Interest Expenses	$
Depreciation and Amortization	$ 0.00
Net Income	$ -27461.00
Earnings Per Share - Basic	$ 0.00
Earnings Per Share - Diluted	$ 0.00

Name of Class (if any) Common Equity	Series #77LE1
Common Equity Units Outstanding	2000
Common Equity CUSIP (if any):	0
Common Equity Units Name of Trading Center or Quotation Medium (if any)	None

1-A: Filer Information

Submission Contact Information

1-A: Item 1. Issuer Information

Issuer Infomation

Contact Infomation

Address of Principal Executive Offices

Provide the following information for the person the Securities and Exchange Commission's staff should call in connection with any pre-qualification review of the offering statement.

Provide up to two e-mail addresses to which the Securities and Exchange Commission's staff may send any comment letters relating to the offering statement. After qualification of the offering statement, such e-mail addresses are not required to remain active.

Financial Statements

Balance Sheet Information

Statement of Comprehensive Income Information

Outstanding Securities

Common Equity

Common Equity

Common Equity

Common Equity

Common Equity

Common Equity

Common Equity

Common Equity

Common Equity

Common Equity

Preferred Equity

Debt Securities

1-A: Item 2. Issuer Eligibility

Issuer Eligibility

1-A: Item 3. Application of Rule 262

Application Rule 262

1-A: Item 4. Summary Information Regarding the Offering and Other Current or Proposed Offerings

Summary Infomation

Anticipated fees in connection with this offering and names of service providers

1-A: Item 5. Jurisdictions in Which Securities are to be Offered

Jurisdictions in Which Securities are to be Offered

Using the list below, select the jurisdictions in which the issuer intends to offer the securities

Using the list below, select the jurisdictions in which the securities are to be offered by underwriters, dealers or sales persons or check the appropriate box

1-A: Item 6. Unregistered Securities Issued or Sold Within One Year

Unregistered Securities Issued or Sold Within One Year

Unregistered Securities Issued

Unregistered Securities Act

Address 1	250 Lafayette Street
Address 2	3R
City	NEW YORK
State/Country	NEW YORK
Mailing Zip/ Postal Code	10012
Phone	3479528058

Name	Max Niederste-Ostholt
Address 1
Address 2
City
State/Country
Mailing Zip/ Postal Code
Phone

Name of Class (if any) Common Equity	Series #69BM1
Common Equity Units Outstanding	2000
Common Equity CUSIP (if any):	0
Common Equity Units Name of Trading Center or Quotation Medium (if any)	None

Name of Class (if any) Common Equity	Series #85FT1
Common Equity Units Outstanding	2000
Common Equity CUSIP (if any):	0
Common Equity Units Name of Trading Center or Quotation Medium (if any)	None

Name of Class (if any) Common Equity	Series #88LJ1
Common Equity Units Outstanding	2000
Common Equity CUSIP (if any):	0
Common Equity Units Name of Trading Center or Quotation Medium (if any)	None

Name of Class (if any) Common Equity	Series #55PS1
Common Equity Units Outstanding	2000
Common Equity CUSIP (if any):	0
Common Equity Units Name of Trading Center or Quotation Medium (if any)	None

Name of Class (if any) Common Equity	Series #95BL1
Common Equity Units Outstanding	2000
Common Equity CUSIP (if any):	0
Common Equity Units Name of Trading Center or Quotation Medium (if any)	None

Name of Class (if any) Common Equity	Series #90FM1
Common Equity Units Outstanding	2000
Common Equity CUSIP (if any):	0
Common Equity Units Name of Trading Center or Quotation Medium (if any)	None

Name of Class (if any) Common Equity	Series #89PS1
Common Equity Units Outstanding	2000
Common Equity CUSIP (if any):	0
Common Equity Units Name of Trading Center or Quotation Medium (if any)	None

Name of Class (if any) Common Equity	Series #83FB1
Common Equity Units Outstanding	5000
Common Equity CUSIP (if any):	0
Common Equity Units Name of Trading Center or Quotation Medium (if any)	None

Preferred Equity Name of Class (if any)
Preferred Equity Units Outstanding	0
Preferred Equity CUSIP (if any)
Preferred Equity Name of Trading Center or Quotation Medium (if any)

Debt Securities Name of Class (if any)
Debt Securities Units Outstanding	0
Debt Securities CUSIP (if any):
Debt Securities Name of Trading Center or Quotation Medium (if any)

Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering	☐ Tier1 ☒ Tier2
Check the appropriate box to indicate whether the financial statements have been audited	☐ Unaudited ☒ Audited

Does the issuer intend to offer the securities on a delayed or continuous basis pursuant to Rule 251(d)(3)?	☒ Yes ☐ No
Does the issuer intend this offering to last more than one year?	☒ Yes ☐ No
Does the issuer intend to price this offering after qualification pursuant to Rule 253(b)?	☐ Yes ☒ No
Will the issuer be conducting a best efforts offering?	☒ Yes ☐ No
Has the issuer used solicitation of interest communications in connection with the proposed offering?	☒ Yes ☐ No
Does the proposed offering involve the resale of securities by affiliates of the issuer?	☐ Yes ☒ No
Number of securities offered	3000
Number of securities of that class outstanding	0

Price per security	$ 82.0000
The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer	$ 246000.00
The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders	$ 0.00
The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement	$ 0.00
The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement	$ 0.00
Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs)	$ 246000.00

Underwriters - Name of Service Provider		Underwriters - Fees	$
Sales Commissions - Name of Service Provider		Sales Commissions - Fee	$
Finders' Fees - Name of Service Provider		Finders' Fees - Fees	$
Audit - Name of Service Provider	EisnerAmper LLP	Audit - Fees	$ 0.00
Legal - Name of Service Provider	Nixon Peabody LLP	Legal - Fees	$ 0.00
Promoters - Name of Service Provider	Cuttone & Company, LLC	Promoters - Fees	$ 1808.00
Blue Sky Compliance - Name of Service Provider		Blue Sky Compliance - Fees	$

CRD Number of any broker or dealer listed:	33038
Estimated net proceeds to the issuer	$ 244192.00
Clarification of responses (if necessary)

None	☒
Same as the jurisdictions in which the issuer intends to offer the securities	☐
Selected States and Jurisdictions

(a)Name of such issuer	RSE Collection, LLC
(b)(1) Title of securities issued	Series #77LE1, a series of RSE Collection, LLC
(2) Total Amount of such securities issued	2000
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.	0
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.	Aggregate amount: $77,700 Basis of Computing: 2000 LLC Interests at $38.85 per Interest
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).

Legal name of Purchaser

Number of Series #TICKER Interests subscribed for

Price of Series #TICKER Interests subscribed for	$

Name of Authorized Officer

Signature of Authorized Officer

Date