Form 1-A Issuer Information

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 1-A
REGULATION A OFFERING STATEMENT
UNDER THE SECURITIES ACT OF 1933

OMB APPROVAL

FORM 1-A

OMB Number: 3235-0286

Estimated average burden hours per response: 608.0

1-A: Filer Information

Issuer CIK	0001688804
Issuer CCC	XXXXXXXX
DOS File Number
Offering File Number	024-11584
Is this a LIVE or TEST Filing?	☒ LIVE ☐ TEST
Would you like a Return Copy?	☒
Notify via Filing Website only?	☐
Since Last Filing?	☐

Submission Contact Information

Name
Phone
E-Mail Address

1-A: Item 1. Issuer Information

Issuer Infomation

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 VEHICLE PARTS & ACCESSORIES
I.R.S. Employer Identification Number	37-1835270
Total number of full-time employees	0
Total number of part-time employees	0

Contact Infomation

Address of Principal Executive Offices

Address 1	250 LAFAYETTE STREET
Address 2	2ND FLOOR
City	NEW YORK
State/Country	NEW YORK
Mailing Zip/ Postal Code	10012
Phone	3479528058

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.

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

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

Industry Group (select one)

☐ Banking ☐ Insurance ☒ Other

Use the financial statements for the most recent period contained in this offering statement to provide the following information about the issuer. The following table does not include all of the line items from the financial statements. Long Term Debt would include notes payable, bonds, mortgages, and similar obligations. To determine "Total Revenues" for all companies selecting "Other" for their industry group, refer to Article 5-03(b)(1) of Regulation S-X. For companies selecting "Insurance", refer to Article 7-04 of Regulation S-X for calculation of "Total Revenues" and paragraphs 5 and 7 of Article 7-04 for "Costs and Expenses Applicable to Revenues".

Balance Sheet Information

Cash and Cash Equivalents	$ 140155.00
Investment Securities	$ 0.00
Total Investments	$
Accounts and Notes Receivable	$ 2944.00
Loans	$
Property, Plant and Equipment (PP&E):	$ 6973576.00
Property and Equipment	$
Total Assets	$ 7116675.00
Accounts Payable and Accrued Liabilities	$ 424940.00
Policy Liabilities and Accruals	$
Deposits	$
Long Term Debt	$ 0.00
Total Liabilities	$ 424940.00
Total Stockholders' Equity	$ 6691735.00
Total Liabilities and Equity	$ 7116675.00

Statement of Comprehensive Income Information

Total Revenues	$ 0.00
Total Interest Income	$
Costs and Expenses Applicable to Revenues	$ 44392.00
Total Interest Expenses	$
Depreciation and Amortization	$ 0.00
Net Income	$ -44392.00
Earnings Per Share - Basic	$ 0.00
Earnings Per Share - Diluted	$ 0.00

Name of Auditor (if any)

EisnerAmper LLP

Outstanding Securities

Common Equity

Name of Class (if any) Common Equity	Series #69BM1
Common Equity Units Outstanding	2000
Common Equity CUSIP (if any):	78108H208
Common Equity Units Name of Trading Center or Quotation Medium (if any)	None

Common Equity

Name of Class (if any) Common Equity	Series #85FT1
Common Equity Units Outstanding	2000
Common Equity CUSIP (if any):	78108H307
Common Equity Units Name of Trading Center or Quotation Medium (if any)	None

Common Equity

Name of Class (if any) Common Equity	Series #88LJ1
Common Equity Units Outstanding	2000
Common Equity CUSIP (if any):	78108H406
Common Equity Units Name of Trading Center or Quotation Medium (if any)	None

Common Equity

Name of Class (if any) Common Equity	Series #55PS1
Common Equity Units Outstanding	2000
Common Equity CUSIP (if any):	78108H505
Common Equity Units Name of Trading Center or Quotation Medium (if any)	None

Common Equity

Name of Class (if any) Common Equity	Series #77LE1
Common Equity Units Outstanding	2000
Common Equity CUSIP (if any):	78108H109
Common Equity Units Name of Trading Center or Quotation Medium (if any)	None

Common Equity

Name of Class (if any) Common Equity	Series #80LC1
Common Equity Units Outstanding	5000
Common Equity CUSIP (if any):	78108H547
Common Equity Units Name of Trading Center or Quotation Medium (if any)	None

Common Equity

Name of Class (if any) Common Equity	Series #11BM1
Common Equity Units Outstanding	2000
Common Equity CUSIP (if any):	78108H554
Common Equity Units Name of Trading Center or Quotation Medium (if any)	None

Common Equity

Name of Class (if any) Common Equity	Series #89FG2
Common Equity Units Outstanding	1700
Common Equity CUSIP (if any):	78108H570
Common Equity Units Name of Trading Center or Quotation Medium (if any)	None

Common Equity

Name of Class (if any) Common Equity	Series #80PN1
Common Equity Units Outstanding	5000
Common Equity CUSIP (if any):	78108H588
Common Equity Units Name of Trading Center or Quotation Medium (if any)	None

Common Equity

Name of Class (if any) Common Equity	Series #89FT1
Common Equity Units Outstanding	4000
Common Equity CUSIP (if any):	78108H596
Common Equity Units Name of Trading Center or Quotation Medium (if any)	None

Preferred Equity

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

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)

1-A: Item 2. Issuer Eligibility

Issuer Eligibility

Check this box to certify that all of the following statements are true for the issuer(s)

☒

Organized under the laws of the United States or Canada, or any State, Province, Territory or possession thereof, or the District of Columbia.
Principal place of business is in the United States or Canada.
Not subject to section 13 or 15(d) of the Securities Exchange Act of 1934.
Not a development stage company that either (a) has no specific business plan or purpose, or (b) has indicated that its business plan is to merge with an unidentified company or companies.
Not an investment company registered or required to be registered under the Investment Company Act of 1940.
Not issuing fractional undivided interests in oil or gas rights, or a similar interest in other mineral rights.
Not issuing asset-backed securities as defined in Item 1101 (c) of Regulation AB.
Not, and has not been, subject to any order of the Commission entered pursuant to Section 12(j) of the Exchange Act (15 U.S.C. 78l(j)) within five years before the filing of this offering statement.
Has filed with the Commission all the reports it was required to file, if any, pursuant to Rule 257 during the two years immediately before the filing of the offering statement (or for such shorter period that the issuer was required to file such reports).

1-A: Item 3. Application of Rule 262

Application Rule 262

Check this box to certify that, as of the time of this filing, each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification.

☒

Check this box if "bad actor" disclosure under Rule 262(d) is provided in Part II of the offering statement.

☐

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

Summary Infomation

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

Types of Securities Offered in this Offering Statement (select all that apply)

☒Other(describe)

Provide a description

LLC Interests

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	445800
Number of securities of that class outstanding	0

The information called for by this item below may be omitted if undetermined at the time of filing or submission, except that if a price range has been included in the offering statement, the midpoint of that range must be used to respond. Please refer to Rule 251(a) for the definition of "aggregate offering price" or "aggregate sales" as used in this item. Please leave the field blank if undetermined at this time and include a zero if a particular item is not applicable to the offering.

Price per security	$ 7.7400
The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer	$ 3449500.00
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)	$ 3449500.00

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

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	Maynard Cooper & Gale, LLP	Legal - Fees	$ 0.00
Promoters - Name of Service Provider	Dalmore Group, LLC	Promoters - Fees	$ 34495.00
Blue Sky Compliance - Name of Service Provider		Blue Sky Compliance - Fees	$

CRD Number of any broker or dealer listed:	136352
Estimated net proceeds to the issuer	$ 3415005.00
Clarification of responses (if necessary)

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

Selected States and Jurisdictions

ALABAMA

ALASKA

ARIZONA

ARKANSAS

CALIFORNIA

COLORADO

CONNECTICUT

DELAWARE

DISTRICT OF COLUMBIA

FLORIDA

GEORGIA

HAWAII

IDAHO

ILLINOIS

INDIANA

IOWA

KANSAS

KENTUCKY

LOUISIANA

MAINE

MARYLAND

MASSACHUSETTS

MICHIGAN

MINNESOTA

MISSISSIPPI

MISSOURI

MONTANA

NEBRASKA

NEVADA

NEW HAMPSHIRE

NEW JERSEY

NEW MEXICO

NEW YORK

NORTH CAROLINA

NORTH DAKOTA

OHIO

OKLAHOMA

OREGON

PENNSYLVANIA

RHODE ISLAND

SOUTH CAROLINA

SOUTH DAKOTA

TENNESSEE

TEXAS

UTAH

VERMONT

VIRGINIA

WASHINGTON

WEST VIRGINIA

WISCONSIN

WYOMING

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

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

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

Unregistered Securities Issued or Sold Within One Year

None ☐

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

(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)).

Unregistered Securities Act

(e) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefly the facts relied upon for such exemption

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

Post-Qualification Amendment No. 12

File No. 024-11584

EXPLANATORY NOTE

This is a post-qualification amendment to an offering statement on Form 1-A filed by RSE Collection, LLC (the “Offering Statement”). The Offering Statement, as amended by a pre-qualification amendment, was initially qualified by the U.S. Securities and Exchange Commission on November 15, 2021. This Post-Qualification Amendment No. 12 is filed solely for the purpose of amending the Exhibit Index with respect to Exhibits 13.19, 13.20, 13.21, 13.22, 13.23, 13.24, 13.25 and 13.26. Accordingly, this Post-Qualification Amendment No. 12 consists only of Part I, this Explanatory Note, and Part III, containing the Exhibit Index and signature page. The Offering Circular contained in Part II of the Offering Statement is unchanged by this Post-Qualification Amendment No. 12 and has therefore been omitted.

EXHIBIT INDEX

Exhibit 2.1 – Certificate of Formation for RSE Collection, LLC (1)

Exhibit 2.2 – Fifth Amended and Restated Limited Liability Company Agreement of RSE Collection, LLC (4)

Exhibit 2.3 – Certificate of Formation for RSE Collection Manager, LLC (3)

Exhibit 2.4 – Limited Liability Company Agreement Agreement of RSE Collection Manager, LLC (4)

Exhibit 3.1 – Amended and Restated Standard Form of Series Designation (3)

Exhibit 4.1 – Standard Form of Subscription Agreement (10)

Exhibit 6.1 – Amended and Restated Standard Form of Asset Management Agreement (4)

Exhibit 6.2 – Amended and Restated Broker of Record Agreement (5)

Exhibit 6.3 – Amended and Restated Upper90 Secured Demand Promissory Term Note (2)

Exhibit 6.4 – Upper90 Credit and Guaranty Agreement (3)

Exhibit 6.5 – Standard Form Bill of Sale (3)

Exhibit 6.6 – Standard Form Purchase Agreement (4)

Exhibit 6.7 – NCPS PPEX ATS Company Agreement (4)

Exhibit 6.8 – Executing Broker Secondary Market Transactions Engagement Letter (4)

Exhibit 6.9 – Executing Broker Tools License Agreement (4)

Exhibit 6.10 – Transfer Agent Agreement (5)

Exhibit 6.11 – NCIT Software and Services License Agreement (6)

Exhibit 6.12 – Form of Assignment and Assumption Agreement (7)

Exhibit 6.13 – Standard Form #2 Purchase Agreement (8)

Exhibit 6.14 – Standard Form Purchase Option Agreement (12)

Exhibit 6.15 – Standard Form Consignment Agreement (12)

Exhibit 6.16 – Purchase Agreement in respect of Series #BATMAN1 (12)

Exhibit 8.1 – Amended and Restated Subscription Escrow Agreement (10)

Exhibit 8.2 – Amended and Restated Custody Agreement (5)

Exhibit 11.1 – Consent of EisnerAmper LLP (15)

Exhibit 12.1 – Opinion of Maynard, Cooper & Gale, P.C. (15)

Exhibit 13.1 – Testing the Waters Materials for Series #MACWORLD1 (9)

Exhibit 13.2 – Testing the Waters Materials for Series #BONDWATCH (9)

Exhibit 13.3 – Testing the Waters Materials for Series #95FF1 (10)

Exhibit 13.4 – Testing the Waters Materials for Series #MAYC857 (11)

Exhibit 13.5 – Testing the Waters Materials for Series #TREASURE (12)

Exhibit 13.6 – Testing the Waters Materials for Series #57UNITAS (12)

Exhibit 13.7 – Testing the Waters Materials for Series #NIKON1 (12)

Exhibit 13.8 – Testing the Waters Materials for Series #PUNK2981 (12)

Exhibit 13.9 – Testing the Waters Materials for Series #WOW2221 (12)

Exhibit 13.10 – Testing the Waters Materials for Series #BAKC7820 (12)

Exhibit 13.11 – Testing the Waters Materials for Series # BATMAN (12)

Exhibit 13.12 – Testing the Waters Materials for Series #04PHELPS (13)

Exhibit 13.13 – Testing the Waters Materials for Series #VERSTAPP1 (13)

Exhibit 13.14 – Testing the Waters Materials for Series #LOTF (13)

Exhibit 13.15 – Testing the Waters Materials for Series #NBAJAM (13)

Exhibit 13.16 – Testing the Waters Materials for Series #FAREWELL (14)

Exhibit 13.17 – Testing the Waters Materials for Series #AJONES (14)

Exhibit 13.18 – Testing the Waters Materials for Series #GRIFFEY3 (14)

Exhibit 13.19 – Testing the Waters Materials for Series #WOW6586

Exhibit 13.20 – Testing the Waters Materials for Series #DOOD6778

Exhibit 13.21 – Testing the Waters Materials for Series #MAYC9114

Exhibit 13.22 – Testing the Waters Materials for Series #OBAMABALL

Exhibit 13.23 – Testing the Waters Materials for Series #AZUKI6704

Exhibit 13.24 – Testing the Waters Materials for Series #SANDBOX1

Exhibit 13.25 – Testing the Waters Materials for Series #STARWARS3

Exhibit 13.26 – Testing the Waters Materials for Series #WWLAND1

III-1

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

(2)Previously filed as an Exhibit to the Company’s Annual Report on Form 1-K filed with the Commission on April 29, 2020.

(3)Previously filed as an Exhibit to the Company’s Post-Qualification Amendment No. 25 to its Form 1-A filed with the Commission on March 29, 2021.

(4)Previously filed as an Exhibit to the Company’s Form 1-A filed with the Commission on July 14, 2021.

(5)Previously filed as an Exhibit to the Company’s Pre-Qualification Amendment No. 1 to its Form 1-A filed with the Commission on October 12, 2021.

(6)Previously filed as an Exhibit to the Company’s Post-Qualification Amendment No. 1 to its Form 1-A filed with the Commission on November 17, 2021.

(7)Previously filed as an Exhibit to the Company’s Post-Qualification Amendment No. 2 to its Form 1-A filed with the Commission on November 24, 2021.

(8)Previously filed as an Exhibit to the Company’s Post-Qualification Amendment No. 3 to its Form 1-A filed with the Commission on November 24, 2021.

(9)Previously filed as an Exhibit to the Company’s Post-Qualification Amendment No. 4 to its Form 1-A filed with the Commission on November 24, 2021.

(10)Previously filed as an Exhibit to the Company’s Post-Qualification Amendment No. 5 to its Form 1-A filed with the Commission on December 8, 2021.

(11)Previously filed as an Exhibit to the Company’s Post-Qualification Amendment No. 6 to its Form 1-A filed with the Commission on February 2, 2022.

(12)Previously filed as an Exhibit to the Company’s Post-Qualification Amendment No. 7 to its Form 1-A filed with the Commission on February 11, 2022.

(13)Previously filed as an Exhibit to the Company’s Post-Qualification Amendment No. 8 to its Form 1-A filed with the Commission on February 25, 2022.

(14)Previously filed as an Exhibit to the Company’s Post-Qualification Amendment No. 9 to its Form 1-A filed with the Commission on February 25, 2022.

(15)Previously filed as an Exhibit to the Company’s Post-Qualification Amendment No. 10 to its Form 1-A filed with the Commission on March 14, 2022.

III-2

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this post-qualification amendment to its offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on March 22, 2022.

RSE COLLECTION, LLC

By: RSE Collection Manager, LLC, its managing member

By: Rally Holdings LLC, its sole member

By: RSE Markets, Inc., its sole member

By: /s/ George J. Leimer

Name: George J. Leimer

Title: Chief Executive Officer

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

Signature	Title	Date
/s/ George J. Leimer Name: George J. Leimer	Chief Executive Officer of RSE Markets, Inc. (Principal Executive Officer)	March 22, 2022

/s/ Maximilian F. Niederste-Ostholt Name: Maximilian F. Niederste-Ostholt	Chief Financial Officer of RSE Markets, Inc. (Principal Financial Officer and Principal Accounting Officer)	March 22, 2022
RSE COLLECTION MANAGER, LLC By: Rally Holdings LLC, its sole member By: RSE Markets, Inc., its sole member By: /s/ George J. Leimer Name: George J. Leimer Title: Chief Executive Officer	Managing Member	March 22, 2022

III-3

Testing the Waters Materials Related to Series #WOW6586

From the Rally App:

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The interactive Comparable Asset Value Chart (the “Chart”) plots historical sales of assets comparable to the Underlying Asset, showing price values on the vertical axis against time on the horizontal axis. The prices reflected on the Chart are not adjusted for inflation. Users of the Platform can opt to display varying ranges of time on the Chart’s horizontal axis, from one month to one year or longer to the extent such data are available. If multiple comparable asset sales occurred on a single day, the Chart provides an average for that day. By hovering over the points on the Chart, users can view price and date of sale represented by each point. The table below sets forth the data points plotted in the Chart.

Comparable Asset	Date	Sale Price	Source/ Sale Venue
World of Women #6586	7/28/2021	$798.93	OpenSea.io Marketplace
World of Women #6586	8/23/2021	$12,965.60	OpenSea.io Marketplace
World of Women #6586	9/25/2021	$23,445.94	OpenSea.io Marketplace
World of Women #6586	1/10/2022	$31,569.67	OpenSea.io Marketplace
World of Women #6586	3/9/2022	$49,741.50	OpenSea.io Marketplace

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DESCRIPTION OF SERIES WORLD OF WOMEN 6586 NFT

Investment Overview

·Upon completion of the Series #WOW6586 Offering, Series #WOW6586 will purchase a Number 6586 World of Women NFT with Golden Skin Tone for Series #WOW6586 (The “Series World of Women 6586 NFT” or the “Underlying Asset” with respect to Series #WOW6586, as applicable), the specifications of which are set forth below.

·Non-fungible tokens (NFT) are unique digital assets that exist on a blockchain (a distributed public ledger) and are used to represent tangible and intangible items such as art, sports highlights, and virtual avatars.

·The World of Women is a collection of 10,000 randomly generated NFTs described as “artworks of diverse and powerful women.” Each World of Women NFT is unique and grants its owner full ownership of underlying artwork and all its Intellectual Property.

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·The Underlying Asset is a Number 6586 World of Women NFT with Golden Skin Tone.

Asset Description

Overview & Authentication

·World of Women NFTs are 10,000 randomly generated NFTs that are each composed of up to eleven traits, which are Background, Clothes, Earrings, Eyes, Face Accessories, Facial Features, Hairstyle, Lips Color, Mouth, Necklace, and Skin Tone. 189 trait combinations are possible.

·The artwork featured in World of Women NFTs was composed by Yam Karkai, an artist whose art focuses on bringing women into the spotlight. According to the World of Women website, “Her art combines vivid, harmonious colors with playful, delicate lines and a touch of fantasy. Her mission has always been to highlight and empower women by making them the center of her pieces.” Karkai created World of Women with her operations partner, Raphael Malavieille.

·On July 27, 2021, NFT Collectors were able to mint World of Women NFTs for a price of 0.07 ETH ($~225), not including transaction fees. Up to 20 NFTs could be minted per transaction. According to CoinDesk, the mint sold out overnight. The World of Women team withheld 200 tokens for the purposes of future giveaways, marketing, and for members of the WoW team.

·Word of Women have described their team as follows: “From 4 friends sharing the same vision and coming together to launch WoW, to now a team of 9 united in our mission to create a beautiful, diverse, empowering collection and thriving community.”

·The World of Women website lists a timeline of sales milestones with each milestone triggering a community event for token holders such as shipping physical prints to token holder featuring their NFT artwork, charitable donations, and the launch and funding of the World of Women fund.

·World of Women sent out 100 signed framed physical prints to token owners. Only WoW NFT owners were eligible. The website explains: “Every 1000 primary sales, we will pick 10 random owners and ship them a print of their WoW NFT!”

·The World of Women website explains, “Each WoW NFT is a 800x800 PNG file available to all the right click save guys out there. But only by owning a WoW NFT, will you be able to unlock its super high resolution 4000x4000 version. You’ll then be free to print the art yourself, and use it for your derivative projects!”

·World of Women introduced DAWOW, “a first step into community governance that will involve WoW token holders in decisions that will help shape the future of World of Women.”

·In January 2022 Rolling Stone printed: “The NFT scene really is overwhelmingly, grossly male. It is starting to expand, though, thanks in large part to the World of Women (WoW) NFT collection.”

·An Alternate Reality Game (ARG) known as Galaxy of Women was announced in December 2021. The game ties into a new NFT collection from World of Women known as World of Women – Galaxy. This will be a less expensive NFT collection that will allow holders of an original World of Women NFT the opportunity to mint a new World of Women – Galaxy NFT for free.

·The World of Women collection was launched on July 27, 2021 and sold out overnight. Supporters include prominent NFT collectors Pranksy, YouTuber Logan Paul, and entrepreneur Gary Vaynerchuk.

·In mid-October 2021, Reese Witherspoon changed her Twitter profile picture to a blonde-haired, blue-skinned WoW avatar. By January 2022 Shonda Rhimes, Eva Longoria, and beauty influencer Huda Kattan had all purchased WoW NFTs and have used them in relation to their social media presence.

·In January 2021, World of Women partnered with Code Green, a climate charity that uses NFTs to raise climate change awareness, to curate a charitable NFT drop on the theme of Women and Climate. Artists will channel 70% of their proceeds to women-led solutions along the Great Green Wall, an initiative that is growing an 8000 km green corridor across Africa.

·Forbes Magazine states: “To date, this project, based on ‘diverse female avatars,’ has successfully produced over $40 million in revenue since its debut in July 2021, and it has gained overwhelming support from other celebrities such as Eva Longoria and Shonda Rhimes.”

·As of February 3rd, 2022, World of Women is the 23^rd ranked of the top NFTs on OpenSea of all time, ranked by volume, floor price, and other statistics.

·According to Crypto Slam, there has been nearly 50 thousand ETH (~$160 million) in total WoW sales volume since the project’s creation in July 2021.

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·According to Crypto Slam, WoW had its highest sales volume month in January 2022 with over 22 thousand ETH ($69.5 million) in total sales. This represented a 1,103.6% month over month USD increase from December 2021.

·The Underlying Asset is accompanied by proof of ownership stored on the Ethereum blockchain.

Notable Features

·The Underlying Asset is a Number 6586 World of Women NFT with Golden Skin Tone.

·The Underlying Asset consists of the following attributes: Golden (Skin Tone), Hypnotic Glasses (Face Accessories), Red Leather Jacket (Clothes), WoW Coins (Earrings), Curly Ponytail (Hairstyle), Rainbow (Necklace), Marilyn (Facial Features), Dark Emerald (Background), Black To The Right (Eyes), Stern (Mouth), and Passion Red (Lips Color).

·The Underlying Asset was minted on July 28, 2021.

·The Underlying Asset was sold for 0.35 ETH ($951.51) on July 28, 2021.

·The Underlying Asset was sold for 3.8824 ETH ($10,546.57) on August 23, 2021.

·The Underlying Asset was sold for 8 ETH ($21,730.40) on September 25, 2021.

·The Underlying Asset was sold for 10 ETH ($27,485) on January 10, 2022.

·The Underlying Asset is ranked the 4,607th rarest WoW in the collection by Rarity Tools with a Rarity Score of 131.12.

Notable Defects

·The Underlying Asset is consistent with the description provided by World of Women and proof of ownership stored on the Ethereum blockchain.

Details

Series World of Women 6586 NFT
Creator	Yam Karkai, Raphael Malavielle
NFT	World of Women
Number	6586
Feature	Golden (Skin Tone)
Feature Rarity	2% Have This Trait
Feature	Hypnotic Glasses (Face Accessories)
Feature Rarity	2% Have This Trait
Feature	Red Leather Jacket (Clothes)
Feature Rarity	4% Have This Trait
Feature	WoW Coins (Earrings)
Feature Rarity	4% Have This Trait
Feature	Curly Ponytail (Hairstyle)
Feature Rarity	4% Have This Trait

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Feature	Rainbow (Necklace)
Feature Rarity	5%
Feature	Marilyn (Facial Features)
Feature Rarity	6%
Feature	Dark Emerald (Background)
Feature Rarity	9%
Feature	Black To The Right (Eyes)
Feature Rarity	9%
Feature	Stern (Mouth)
Feature Rarity	17%
Feature	Passion Red (Lips Color)
Feature Rarity	30%
Rarity Score	131.12
Proof of Ownership	Ethereum Blockchain

Depreciation

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series World of Women 6586 NFT going forward.

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Testing the Waters Materials Related to Series #DOOD6778

From the Rally App:

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Comparable Asset	Date	Sale Price	Source/ Sale Venue
Doodle #6778	10/18/2021	$5,704.77	OpenSea.io Marketplace
Doodle #6778	12/17/2021	$18,654.02	OpenSea.io Marketplace
Doodle #6778	2/5/2022	$35,917.19	OpenSea.io Marketplace
Doodle #6778	3/8/2022	$28,342.09	OpenSea.io Marketplace

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DESCRIPTION OF SERIES DOODLE 6778 NFT

Investment Overview

·Upon completion of the Series #DOOD6778 Offering, Series #DOOD6778 will purchase a Number 6778 Doodle NFT with Holographic Mohawk for Series #DOOD6778 (The “Series Doodle 6778 NFT” or the “Underlying Asset” with respect to Series #DOOD6778, as applicable), the specifications of which are set forth below.

·Doodles are “A community-driven collectibles project featuring art by Burnt Toast. Doodles come in a joyful range of colors, traits and sizes with a collection size of 10,000. Each Doodle allows its owner to vote for experiences and activations paid for by the Doodles Community Treasury. Burnt Toast is the working alias for Scott Martin, a Canadian–based illustrator, designer, animator and muralist.” Doodles feature “inclusive art: with their pastel color palette, Doodles playfully represent a diverse group, some with rainbow hair, others with notes on their face.”

·The Underlying Asset is a Number 6778 Doodle NFT with Holographic Mohawk.

Asset Description

Overview & Authentication

·Doodles were created by Burnt Toast, a pseudonym for Canadian artist, Scott Martin. Martin has worked as an illustrator, designer, animator, and muralist for companies such as Google, Dropbox, Redbull, Facebook, Ford Motor Company, Fast Company Magazine, Entertainment Weekly, JIM Mobile, NESCAFÉ, and Vossen Wheels.

·Doodles launched on October 17, 2021, with a public sale at a .123 ETH mint price.

·Along with Burnt Toast/Scott Martin, The Doodles project is led by “The Doodle Founders,” including Burnt Toast, Evan Keast AKA Tulip, a Canadian-based product marketer and NFT consultant from Kabam Games, Dapper Labs, & CryptoKitties, as well as Jordan Castro AKA Poopie, a blockchain builder who leads the CryptoKitties team at Dapper Labs.

·Dapper Labs, the company behind NBA Top Shot and CryptoKitties NFTs, spun off from Axiom Zen in February of 2018. Notable investors in the company include Andreessen Horowitz, Union Square Ventures, Venrock, Alphabet’s GV (formerly known as Google Ventures), and the founders of Dreamworks, Reddit, Coinbase, Zynga, and AngelList, among others. They employed Evan Keast and Jordan Castro who would go on to help found Doodles.app.

·Doodle owners and fans have formed a community known as The Doodlebank. The Doodlebank, “contains the roadmap as well as serving as a place for community members to propose things.” As of October 2021 the DoodleBank had over 650 ETH which will be used to initiate Partnerships with retailers, studios, platforms and Ips. It will also allow for the team to hire a larger team to build marketing activations, new media, and experiences.

·Burnt Toast minted his first NFT, “A Matter of Time,” alongside Alfie Bogush (Now working with Doodles) on March 26, 2021. It is an animated hourglass with a suntanning man sinking into a grave made of sand.

·On January 8, 2022, Founder Poopie announced via his twitter that a non-dilutive form of new Doodle will be released known as Space Doodles. Space Doodles will act as early examples of Wrapped NFT technology, created by CryptoKitty dev, Kabciane. Wrapped NFTs can be wrapped and unwrapped by NFT owners, transforming an NFT into a new NFT, but also allowing that NFT to be re-wrapped back into its original form. Space Doodles will place the character represented in the base Doodle into a space vehicle of some kind with its own unique NFT traits.

·Cameo CEO, Steven Galanis, purchased Doodle #8353.

·On February 28, 2022, Doodles released Space Doodles, an NFT collection meant to act as “personal spaceships” for Doodles.

·As of March 8, 2022, Doodles are ranked 11 in the all-time OpenSea Top NFTs rankings with over 87,000 ETH in transaction volume.

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·As of March 8, 2022, Doodles have a total sales volume of over $300,000,000 according to CryptoSlam.

·The Underlying Asset is accompanied by proof of ownership stored on the Ethereum blockchain.

Notable Features

·The Underlying Asset is a Number 6778 Doodle NFT with Holographic Mohawk.

·The Underlying Asset consists of the following attributes: Holographic Mohawk (Hair), Blue Backpack (Body), Bandana (Face), Blue (Background), and Pale (Head).

·The Underlying Asset was minted on October 18, 2021.

·The Underlying Asset was sold for 1.5 ETH ($5,619.21) on October 18, 2021.

·The Underlying Asset was sold for 4.6969 ETH ($18,206.92) on December 17, 2021.

·The Underlying Asset was sold for 12 ETH ($36,183.12) on February 5, 2022.

Notable Defects

·The Underlying Asset is consistent with the proof of ownership stored on the Ethereum blockchain.

Details

Series Doodle 6778 NFT
NFT	Doodles
Number	6778
Feature	Holographic Mohawk (Hair)
Feature Rarity	0.85% Have This Trait
Feature	Blue Backpack (Body)
Feature Rarity	3% Have This Trait
Feature	Bandana (Face)
Feature Rarity	4% Have This Trait
Feature	Blue (Background)
Feature Rarity	7% Have This Trait
Feature	Pale (Head)
Feature Rarity	9% Have This Trait
Proof of Ownership	Ethereum Blockchain

Depreciation

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series Doodle 6778 NFT going forward.

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Testing the Waters Materials Related to Series #MAYC9114

From the Rally App:

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DESCRIPTION OF SERIES MUTANT APE YACHT CLUB 9114 NFT

Investment Overview

·Upon completion of the Series #MAYC9114 Offering, Series #MAYC9114 will purchase a Number 9114 Mutant Ape Yacht Club NFT with M2 Stunt Jacket for Series #MAYC9114 (The “Series Mutant Ape Yacht Club 9114 NFT” or the “Underlying Asset” with respect to Series #MAYC9114, as applicable), the specifications of which are set forth below.

·The Bored Ape Yacht Club (commonly abbreviated as BAYC) is a collection of 10,000 “Bored Ape” NFTs created by Yuga Labs. Each Ape is unique and grants its owner entrance to the Yacht Club and associated membership benefits.

·The Underlying Asset is a Number 9114 Mutant Ape Yacht Club NFT with M2 Stunt Jacket.

Asset Description

Overview & Authentication

·According to the BAYC website, each Ape is unique and “programmatically generated from over 170 possible traits, including expression headwear, clothing, and more.”

·The BAYC project was launched on April 30th, 2021. Originally, Apes were offered at a price of around $200. About a day after launch, all of the 10,000 Apes had sold out.

·The founders of the BAYC project have explained that their intention is for the NFTs to foster community and act as a “digital identity.”

·BAYC was one of the first NFT projects to allow individual buyers the commercial rights to their NFTs, according to The New Yorker. “…each member is allowed to brand his own projects or products and sell them independently.”

·Members of the BAYC were offered an NFT dog (a collection called the Bored Ape Kennel Club).

·The Mutant Ape Yacht Club is “a collection of up to 20,000 Mutant Apes that can only be created by exposing an existing Bored Ape to a vial of MUTANT SERUM or by minting a Mutant Ape in the public sale.”

·According to the BAYC website: “The MAYC is a way to reward our ape holders with an entirely new NFT—a “mutant” version of their ape—while also allowing newcomers into the BAYC ecosystem at a lower tier of membership.”

·On August 28, 2021, BAYC airdropped 10,000 vials of Mutant Serum NFTs that allowed existing BAYC holders to mint Mutant Apes. Then 10,000 additional MAYC were sold for $10,000 each. In a single hour, BAYC had sold $96 million in Mutant Apes.

·According to Decrypt, Yuga Labs “airdropped one free Mutant Serum NFT to the 10,000 existing Bored Ape Yacht Club NFT holders, letting them create a new Mutant Ape NFT image that looks like it was mutated from their original owned character.”

·The Mutant Serum NFTs came in one of three types according to Decrypt: “M1, M2, or Mega Mutant (M3). If a Bored Ape is injected with an M1 or M2 serum, the resulting Mutant Ape retains traits of the original ape. The M3 serum creates a completely different ape, with potentially rarer—and therefore more valuable—traits.”

·According to Boardroom.tv: “On Aug. 28, every BAYC owner was given a serum, with 7,500 M1 serums, 2,492 M2 serums, and eight super-rare M3 or Mega Mutant serums. These Mega Mutant serums are being sold for millions of dollars, with one bid reportedly coming in at $6.2 million earlier this week.”

·According to Yahoo: “Alongside CryptoPunks, BAYC has established itself as a premium “blue-chip” NFT collection and has attracted the likes of NBA players Steph Curry and Kevin Durant alongside popular social media personality and artist KSI into becoming holders of the now coveted collection.”

·On August 20^th, 2021, Arizona Iced Tea announced a collaboration with BAYC in the form of an “Arizona Aped” NFT comic.

·On October 12, 2021, Variety announced that Yuga Labs had signed a representation deal with the founder of management firm Maverick, which counts Madonna and U2 among its clients.

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·As of February 16, 2022, Mutant Ape Yacht is the 4th ranked of the top NFTs on OpenSea all time, ranked by volume, floor price, and other statistics. As of February 16, 2022, Mutant Ape Yacht is the 2nd ranked of the top NFTs on OpenSea for the past 30 days, ranked by volume, floor price, and other statistics.

·According to Crypto Slam, as of February 16, 2022, there has been over $876 million in total MAYC sales since the project’s creation in August 2021.

·In January 2022, there was $247,661,253.65 in sales.

·In December 2021, Adidas launched an NFT collection in partnership with BAYC. In its first 72 hours, the project generated 11,391 ETH (over $43 million).

·On December 29, 2021, Decrypt reported: “Mutant Ape Yacht Club NFT prices are rising, with a nearly 500% increase in trading volume over the last week.”

·The Underlying Asset is accompanied by proof of ownership stored on the Ethereum blockchain.

Notable Features

·The Underlying Asset is Mutant Ape Yacht Club #9114.

·The Underlying Asset has the following seven properties: M2 Stunt Jacket (Clothes), M2 Gold Hoop (Earring), M2 Coins (Eyes), M2 Beanie (Hat), M2 Yellow (Background), M2 Brown (Fur), and M2 Bored Unshaven (Mouth).

·The Underlying Asset was minted on August 29, 2021 by WilkinsNFT.

·The Underlying Asset is ranked the 1,407th most rare MAYC in the collection of 17,960 by Rarity Tools with a Rarity Score of 102.08.

Notable Defects

·The Underlying Asset is consistent with the description provided by The Mutant Ape Yacht Club and proof of ownership stored on the Ethereum blockchain.

Details

Series Mutant Ape Yacht Club 9114 NFT
Creator	Yuga Labs
NFT	Mutant Ape Yacht Club
Number	9114
Property	M2 Stunt Jacket (Clothes)
Property Rarity	0.4% Have This Trait
Property	M2 Gold Hoop (Earring)
Property Rarity	1% Have This Trait
Property	M2 Coins (Eyes)
Property Rarity	1% Have This Trait
Property	M2 Beanie (Hat)
Property Rarity	1% Have This Trait
Property	M2 Yellow (Background)

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Property Rarity	3% Have This Trait
Property	M2 Brown (Fur)
Property Rarity	3% Have This Trait
Property	M2 Bored Unshaven (Mouth)
Property Rarity	4% Have This Trait
Rarity Score	102.08
Proof of Ownership	Ethereum Blockchain
Wallet	0xA41E60f8943D2C7B6FcD6831F6Dd791fF9456FE8

Depreciation

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series Mutant Ape Yacht Club 9114 NFT going forward.

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Testing the Waters Materials Related to Series #OBAMABALL

From the Rally App:

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DESCRIPTION OF SERIES 2010 OBAMA SIGNED BASKETBALL

Investment Overview

·Upon completion of the Series #OBAMABALL Offering, Series #OBAMABALL will purchase a 2010 Basketball Signed by Barack Obama, Kobe Bryant, LeBron James, Magic Johnson, and Carmelo Anthony for Series #OBAMABALL (The “Series 2010 Obama Signed Basketball” or the “Underlying Asset” with respect to Series #OBAMABALL, as applicable), the specifications of which are set forth below.

·Barack Obama was the 44^th President of the United States. Serving two terms from 2008-2016, Obama’s election was a landmark moment in American history as he became the country’s first black president.

·Obama played basketball since he was a kid and was known to invite some of the biggest NBA stars in the world to the White House for pick-up games during his presidency.

·The Underlying Asset is a 2010 Basketball Signed by Barack Obama, Kobe Bryant, LeBron James, Magic Johnson, and Carmelo Anthony.

Asset Description

Overview & Authentication

·Barack Obama was born on August 4, 1961, in Hawaii.

·In 2004, Obama was elected to the position of U.S. Senator from Illinois.

·At Hawaii’s Punahou School, Obama played on the J.V. and varsity basketball teams, even winning a state championship in 1979. According to a former coach: “He would carry his books in one hand and his ball in the other… He lived across the street from school and before classes he’d shoot baskets on the outside courts, then at lunch he’d shoot more baskets, then I’d have him for three hours, then he’d go home, eat supper, and then be outside again shooting baskets.”

·Obama played basketball for two hours on election day in 2008.

·According to the Obama White House website: “Shortly after taking office, President Obama had the White House tennis court adapted so it could be used for both tennis and basketball. The White House has had a smaller outdoor court since 1991, but the adapted tennis court allows enough room for a full court game of basketball. The new court has played host to a number of distinguished visitors, from college basketball championship teams to Wounded Warrior players.”

·According to ESPN, President Obama invited a handful of basketball players to play a pickup game for his 49^th birthday. Present at the game was Kobe Bryant, LeBron James, Magic Johnson, and Carmelo Anthony, in addition to Dwyane Wade, Derrick Rose, Bill Russell, and Maya Moore. “The reporters assigned to keep tabs on the president were shut out of the gym, forced to wait in vans outside. Asked why media coverage was blocked, White House Press Secretary Robert Gibbs said Obama ‘just wanted to play.’”

·President Obama wrote in his 2020 memoir that he briefly coached his daughter Sasha’s basketball team.

·The Underlying Asset has authenticated by James Spence Authentication (JSA) with Certification No. X05125.

Notable Features

·The Underlying Asset is a 2010 Basketball Signed by Barack Obama, Kobe Bryant, LeBron James, Magic Johnson, and Carmelo Anthony.

Notable Defects

·The Underlying Asset’s condition is consistent with its authenticity grade from JSA and Letter of Opinion from PSA/DNA.

Details

Series 2010 Obama Signed Basketball

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Sport	Basketball
Game Location	Fort McNair
Year	2010
Player Signature	Barack Obama
Signature Grade	9/10
Player Signature	LeBron James
Signature Grade	8/10
Player Signature	Kobe Bryant
Signature Grade	9/10
Player Signature	Magic Johnson
Signature Grade	8/10
Player Signature	Carmelo Anthony
Signature Grade	7/10
Memorabilia Type	Signed Basketball
Manufacturer	Spalding
Authentication	James Spence Authentication (JSA)
Grade	Authentic
Certification No.	X05125

Depreciation

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 2010 Obama Signed Basketball going forward.

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Testing the Waters Materials Related to Series #AZUKI6704

From the Rally App:

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Comparable Asset	Date	Sale Price	Source/ Sale Venue
Azuki #6704	1/15/2022	$8,905.93	OpenSea.io Marketplace
Azuki #6704	3/8/2022	$29,484.17	OpenSea.io Marketplace

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DESCRIPTION OF SERIES AZUKI 6704 NFT

Investment Overview

·Upon completion of the Series #AZUKI6704 Offering, Series #AZUKI6704 will purchase a Number 6704 Azuki NFT with Glowing Eyes for Series #AZUKI6704 (The “Series Azuki 6704 NFT” or the “Underlying Asset” with respect to Series #AZUKI6704, as applicable), the specifications of which are set forth below.

·According to the Azuki website, the Azuki NFT collection is made up of “10,000 avatars that give you membership access to The Garden. It starts with exclusive streetwear collabs, NFT drops, live events, and much more that will be revealed over time. Community ownership in Azuki allows for a new genre of media which the world has yet to explore. An Azuki is your identity in the metaverse — let's build together.”

·The Underlying Asset is a Number 6704 Azuki NFT with Glowing Eyes.

Asset Description

Overview & Authentication

·The Azuki Garden is described by the Azuki website as: “a corner of the internet where art, community, and culture fuse to create magic. The lines between the physical and digital worlds are blurring and the rules are being rewritten.”

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·Azuki is described by the Azuki website as: “A brand for the metaverse. By the community.”

·The initial Azuki mint occurred on January 12, 2022. 8,700 of the 10,000 NFTs were released at a price of $3,400 each. Within three minutes, the mint sold out according to Forbes. This launch generated over $29 million in revenue and was followed a few days later by a private offering that generated around $2 million in sales.

·According to Forbes, Azuki transaction volume nearly reached $300 million in its first month.

·Forbes wrote on February 14, 2022: “Over the last month, total Azuki sales have easily surpassed more well-known tokens like the Bored Ape Yacht Club and CryptoPunks. They are already the eighth-most traded NFTs of all time.”

·Chiru Labs is the company behind Azuki, founded by four-person anonymous team. On the Chiru Labs website, a brief description reads: “Born in Los Angeles. Building for the metaverse. Creators of Azuki.”

·On February 14, 2022, Arnold Tsang joined Chiru Labs full time, leaving behind his job leading character design for the video game “Overwatch,” which is produced by Activision Blizzard.

·Forbes quoted Tsang’s vision for the future of Azuki: “The dream is for Azuki to have such big IP (intellectual property) that there's an animated series, maybe even games and all kinds of merch.”

·Tsang is also quoted in Forbes explaining the popularity of Azuki as a result of “the rebellious culture of skateboarders,” which connects well with those into crypto and NFTs.

·According to Forbes, another factor in the popularity of Azuki is its anime-style artwork: “Another factor that has driven the rise in interest for Azukis: pent-up demand for anime art. Over the past few years, Netflix has ramped up its anime content, and in late 2020, it announced that 100 million households had watched an anime show on Netflix over the prior year.”

·As of March 8, 2022, Azuki is ranked 8 all time on OpenSea’s Top NFTs ranked by volume, floor price, and other statistics. On March 8, 2022, Azuki NFTs have surpassed 125,000 ETH in volume traded on OpenSea.

·The Underlying Asset is accompanied by proof of ownership stored on the Ethereum blockchain.

Notable Features

·The Underlying Asset is a Number 6704 Azuki NFT with Glowing Eyes.

·The Underlying Asset consists of the following attributes: Glowing (Eyes), Alpine Jacket (Clothing), Gloves (Offhand), Maroon Half Bun (Hair), Purple Kanzashi (Headgear), Smile (Mouth), Dark Blue (Background), and Human (Type).

·The Underlying Asset was minted on January 12, 2022.

·The Underlying Asset was sold for 2.689 ETH ($8,950.69) on January 15, 2022.

Notable Defects

·The Underlying Asset is consistent with the proof of ownership stored on the Ethereum blockchain.

Details

Series Azuki 6704 NFT
NFT	Azuki
Number	6704
Feature	Glowing (Eyes)
Feature Rarity	0.78% Have This Trait
Feature	Alpine Jacket (Clothing)

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Feature Rarity	1% Have This Trait
Feature	Gloves (Offhand)
Feature Rarity	1% Have This Trait
Feature	Maroon Half Bun (Hair)
Feature Rarity	1% Have This Trait
Feature	Purple Kanzashi (Headgear)
Feature Rarity	2% Have This Trait
Feature	Smile (Mouth)
Feature Rarity	4%
Feature	Dark Blue (Background)
Feature Rarity	5%
Feature	Human (Type)
Feature Rarity	90%
Proof of Ownership	Ethereum Blockchain

Depreciation

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series Azuki 6704 NFT going forward.

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Testing the Waters Materials Related to Series #SANDBOX1

From the Rally App:

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Comparable Asset	Date	Sale Price	Source/ Sale Venue
The Sandbox (9 Sales at $9,235.84 each)	2/22/2022	$83,122.56	OpenSea.io Marketplace
The Sandbox (3x3 Bundle)	3/10/2022	$101,423.92	OpenSea.io Marketplace

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DESCRIPTION OF SERIES THE SANDBOX ESTATE NFT BUNDLE

Investment Overview

·Upon completion of the Series #SANDBOX1 Offering, Series #SANDBOX1 will purchase a The Sandbox ESTATE with a bundle of 9 LAND NFTs for Series #SANDBOX1 (The “Series The Sandbox ESTATE NFT Bundle” or the “Underlying Asset” with respect to Series #SANDBOX1, as applicable), the specifications of which are set forth below.

·According to a Medium article written by the developers behind The Sandbox: “The Sandbox is a virtual world where players can build, own, and monetize their gaming experiences in the Ethereum blockchain.”

·The Underlying Asset is a The Sandbox ESTATE with a Bundle of 9 LAND NFTs.

Asset Description

Overview & Authentication

·Founded in 2011, indie game publisher Pixowl had some success with mobile games, specifically “builder” themed mobile games featuring IPs such as Snoopy and Goosebumps. The company launched their own builder game franchise, The Sandbox, in 2012. This franchise has since gone on to incorporate the blockchain and NFT infrastructure in its latest voxel-based iteration.

·There are four types of users on The Sandbox platform: players, creators, curators, and land owners. The token-types these users have access to are described by The Sandbox developers as follows: “SAND: the ERC-20 token used within The Sandbox as the basis for all of the ecosystem's transactions and interactions; LAND: a digital piece of real estate in The Sandbox metaverse. Players buy LAND in order to populate it with games, assets and interactive experiences. Each LAND is a unique (non-fungible) token lying on the public Ethereum blockchain (ERC-721); ASSETS: a token created by players who build/assemble user generated content (UGC). ASSETS utilize the ERC-1155 standard and can be traded on the marketplace, with their main utility being to serve as creation elements in The Sandbox Game Maker.”

·According to The Sandbox official documentation: “An ESTATE is a group of 1x1 LANDs that have been merged together into a larger parcel. Typically, ESTATEs come in sizes of 3x3, 6x6, 12x12 and 24x24. ESTATEs can either be bought readily-assembled. Or they can be created by merging 1x1 LANDs that are adjacent to each other.”

·According to The Sandbox Documentation, "Premium LANDs are surrounding major partners or social hubs. This means that the LANDs surrounding that area will experience higher traffic from players, due to players joining the metaverse through these social hubs via portals and then branching outwards to explore the nearby LANDs."

·According to The Sandbox Documentation, “Another benefit of having more traffic is that more players will see any advertisements that have been placed on billboards on premium LANDs. Potentially netting the premium LAND owner a small trickle of income from renting out billboard space on their LANDs to others or directing visitors to their own online store, and so forth.”

·The first public LAND sale took place on February 11, 2021, in partnership with CoinMarketCap. Nine ESTATES and 1,200 Premium LANDS were made available during this wave. There are 166, 464 LANDS in total. 123,840 LANDS (74%) are being sold across 5 different sales. 25,920 (16%) are held in a

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reserve and distributed to partners, creators, and gamers, and 16,704 LANDS (10%) are held by The Sandbox and used to hold special events.

·The first Public LAND sale of 1,200 Premium LANDS sold out in 20 minutes to 330 unique LAND owners.

·The second Public LAND Sale (Wave 2) launched on February 25, 2022, and all 1,024 regular LANDS offered sold in 60 seconds.

·According to The Sandbox website: “The Sandbox was founded by Arthur Madrid, who is the company's CEO, and Sébastien Borget, who is the COO.”

·On February 16, 2022, Snoop Dogg tweeted: “Tha Doggies. On Tha Sandbox.”

·The Smurfs, Atari, Snoop Dogg, The Walking Dead, and Adidas have all partnered with The Sandbox as of December 2021 according to StealthOptional.com: “The Smurfs are the iconic blue creatures with white hair that we all love. Now, all the lovable blue Smurfs characters and their Smurf Village world can be found in the Sandbox Metaverse; The Sandbox metaverse is bringing some of [Atari’s] best-loved games, such as Pong®, Roller Coaster Tycoon®, Centipede®, Super Breakout®, Asteroids® to life in the Sandbox Metaverse; Legendary rapper, actor, songwriter, and entertainer Snoop Dogg has made his way to the Sandbox Metaverse. He owns a mansion in the metaverse where he would perform live concerts and interact with his fans; The Walking Dead is one of the most popular TV series around, and it’s available in the Sandbox Metaverse now; Recently, Adidas has joined the Sandbox Metaverse as the latest partner in their gaming universe.”

·The Sandbox announced a partnership with Ubisoft on February 8, 2022. The partnership aims to have Ubisoft curate their own ESTATE, specifically with the IP of the Rabbids video game franchise.

·On March 8, 2022, it was announced that The World of Women NFT project has partnered with The Sandbox, which granted $25 million to “lead and support women into NFTs & the metaverse.” World of Women wrote: “We are thrilled to be teaming up with The Sandbox. With this grant, we are going to establish our mission in the metaverse, by leading and supporting women in this new space. We will start by voxelizing all 10,000 WoW so that our entire community can join us there. Then, we’ll achieve our mission through numerous actions; such as the opening of the WoW Museum, which will be a symbol of representation and diversity in the metaverse. We have great projects ahead, and are looking forward to achieving them with our community in The Sandbox,” said Yam Karkai, Co-founder & Artist of World of Women.

·As of March 8, 2022, The Sandbox is the 6th ranked of the top NFTs on OpenSea all time, ranked by volume, floor price, and other statistics.

·According to News.Bitcoin.com, Snoop Dogg first announced his acquisition of “land in the blockchain-based virtual metaverse The Sandbox” in September of 2021. On December 2, 2021, The Sandbox held a “Snoopverse Land Sale,” which allowed participants to purchase land adjacent to the famous hip hop star’s virtual estate.” Snoop Dogg owns a large piece of digital (NFT) real estate within The Sandbox. The “Snoopverse” is a 12X12, 144 LAND parcel area at location coordinates 0, -84.

·Snoop Dogg announced via twitter that he is the famed, anonymous NFT collector known as Cosmo Medici in September of 2021. While this continues to be unverified, being actively investigated by new outlets like Slate, Cosmo Medici does own LAND directly adjacent to Snoop Dogg within a 3X3, 9 LAND parcel area with the coordinates 12, -84.

·On December 16, 2021, Steve Aoki initiated a partnership with The Sandbox in which users could purchase land next to Aoki’s plot, known within The Sandbox as, ‘Aoki’s Playhouse’. The DJ Tweeted information about this sale to his 8.2M followers. Aoki’s Playhouse exists in The Sandbox within a 6X6, 36 LAND parcel area with location coordinates -6, -90.

·In 2022’s Wealth Report, Head of Retail Research at Knight Frank (an independent real estate consultant founded in 1896), Stephen Springham, discusses the trend that brands are finding ways to incorporate “fictional spaces as a secondary revenue stream,” giving the example of a digital version of a physical Gucci handbag selling for 162% more than it’s “real-world” original. Springham goes on to say, “The online, metaverse and physical stores need to be seamless and complement each other. They should be part of integrated thinking and are not binary, all adding to the brand.”

·According to 2022’s Wealth Report, in November of 2021, “Republic Realm purchased 92 parcels of land in The Sandbox representing over 7.9 million sq m of game area, from Atari SA” Republic Realm, now called EveryRealm, is a platform that manages investments in the metaverse.

·The Underlying Asset is accompanied by proof of ownership stored on the Ethereum blockchain.

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Notable Features

·The Underlying Asset is a The Sandbox ESTATE NFT Bundle.

·The Underlying Asset has the following nine LAND NFTs: LAND (-16, -118); LAND (-17, -118); LAND (-16, -119); LAND (-17, -119); LAND (-15, -120); LAND (-15, -118); LAND (-15, -119); LAND (-16, -120); LAND (-17, -120).

·The Underlying Asset was minted on January 30, 2022.

Notable Defects

·The Underlying Asset is consistent with the description provided by The Sandbox and proof of ownership stored on the Ethereum blockchain.

Details

Series The Sandbox ESTATE NFT Bundle
Creator	Pixowl
NFT Collection	The Sandbox ESTATE Bundle
Total NFTs	9
NFT No. 1	LAND (-16, -118)
NFT No. 2	LAND (-17, -118)
NFT No. 3	LAND (-16, -119)
NFT No. 4	LAND (-17, -119)
NFT No. 5	LAND (-15, -120)
NFT No. 6	LAND (-15, -118)
NFT No. 7	LAND (-15, -119)
NFT No. 8	LAND (-16, -120)
NFT No. 9	LAND (-17, -120)
Proof of Ownership	Ethereum Blockchain

Depreciation

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series The Sandbox ESTATE NFT Bundle going forward.

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Testing the Waters Materials Related to Series #STARWARS3

From the Rally App:

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Comparable Asset	Date	Sale Price	Source/ Sale Venue
Topps Star Wars Series 1-5 Unopened Wax Boxes (BBCE Certified)	6/4/2021	$32,844.00	Lelands
Topps Star Wars Series 1-5 Unopened Wax Boxes (BBCE Certified)	6/28/2021	$24,600.00	Goldin
Topps Star Wars Series 1-5 Unopened Wax Boxes (BBCE Certified)	2/23/2022	$22,800.00	Goldin

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DESCRIPTION OF SERIES 1977 TOPPS STAR WARS SERIES 1-5 BOXES

Investment Overview

·Upon completion of the Series #STARWARS3 Offering, Series #STARWARS3 will purchase a 1977 Topps Star Wars Series 1-5 Wax Boxes Authenticated by BBCE for Series #STARWARS3 (The “Series 1977 Topps Star Wars Series 1-5 Boxes” or the “Underlying Asset” with respect to Series #STARWARS3, as applicable), the specifications of which are set forth below.

·The Topps Company, Inc. was founded as Topps Chewing Gum, Inc. in Brooklyn in 1938 by the four sons of Morris Shorin, Abram, Ira, Joseph, and Phillip. Topps began first printing cards in 1949 and issuing them as ‘freebies’ inside packs of gum.

·Star Wars is a series of films created by George Lucas that has spawned a wide-spanning industry since its debut in 1977, including ongoing films and TV shows, merchandise, trading cards, toys, and video games. The New York Times called Star Wars a “cultural behemoth.”

·The Underlying Asset is a 1977 Topps Star Wars Series 1-5 Wax Boxes Authenticated by BBCE.

Asset Description

Overview & Authentication

·The first Star Wars film was released on May 25, 1977 (later retitled “Star Wars: Episode IV — A New Hope”). Directed by George Lucas, the “Space Opera” grossed an estimated $775,398,007 at the worldwide box office.

·Following the debut hit, the franchise has since released a total of 11 films, with “Star Wars: Episode IX — The Rise of Skywalker” arriving in theatres on December 20, 2019.

·The Walt Disney corporation announced they agreed to acquire Lucasfilm Ltd. on October 30, 2012. Through this deal Disney acquired ownership of Star Wars and associated businesses in film, consumer products, animation, and more.

·Beckett called the 1977 Topps Star Wars trading cards set “one of the most popular in the history of the hobby” and elaborated by saying “it helped launch a franchise that has continues to be a juggernaut more than 40 years later. In that same span this particular set has gone from a phenomenon to a trading card icon.”

·Donruss had already secured a license to produce toys for the Star Wars franchise, but decided against pursuing trading cards based on the film. In addition, “there was opposition within Topps” regarding the merits of securing the license to produce the trading cards, partially due to several commercially unsuccessful non-sports cards releases in the 1970s.

·According to Beckett: “Like the film, Topps’ initial bow with Star Wars trading cards was a hit. So much so that the first film’s cards would end up spanning five separate series. Each is connected numerically but each stands out on its own.”

·Each of the original five Topps Star Wars trading cards series used a different colored border: Series 1, blue; Series 2, Red; Series 3, yellow; Series 4, green; and Series 5, orange.

·The most common card-back across each series consists of puzzle pieces, which can be matched with proper cards within the series to create a larger illustration. For example, in Series 1, 28 cards can be used to depict an image of Luke Skywalker.

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·Each series was also sold with a sticker in every pack, depicting main character portraits, scenes from the film, and other designs.

·The Series 1 set consists of the main characters from the film in the first eight numbered cards. According to Beckett: “Today these cards are treated somewhat similarly to Rookie Cards on the sports card side and can command significant premiums on the secondary market.”

·One of the most famous cards from the entire set is the #207 C-3PO (Anthony Daniels) Card, which became notorious due to its image depicting the Star Wars droid in an “obscene” and “juvenile” pose.

·The Underlying Asset has been authenticated by BBCE.

Notable Features

·The Underlying Asset is 1977 Topps Star Wars Series 1-5 Wax Boxes Authenticated by BBCE.

·The Underlying Asset contains a total of 180 packs from the 1977 Topps Star Wars set, with each box holding 36 packs.

Notable Defects

·The Underlying Asset’s condition is consistent with its condition grade from BBCE.

Details

Series 1977 Topps Star Wars Series 1-5 Boxes
Memorabilia	Trading Card Sealed Boxes
Manufacturer	Topps
Year	1977
Variety	Star Wars Series 1-5
Authentication	BBCE
Certification No.	A8355

Depreciation

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 1977 Topps Star Wars Series 1-5 Boxes going forward.

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Testing the Waters Materials Related to Series #WWLAND1

From the Rally App:

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Comparable Asset	Date	Sale Price	Source/ Sale Venue
Worldwide Webb Land Large Apartment #8325	2/22/2022	$22,861.68	OpenSea.io Marketplace
Worldwide Webb Land Large Apartment #8325	3/10/2022	$13,956.22	OpenSea.io Marketplace

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DESCRIPTION OF SERIES WORLDWIDE WEBB LAND NFT

Investment Overview

·Upon completion of the Series #WWLAND1 Offering, Series #WWLAND1 will purchase a Worldwide Webb Land Large Apartment 8325 NFT for Series #WWLAND1 (The “Series Worldwide Webb Land NFT” or the “Underlying Asset” with respect to Series #WWLAND1, as applicable), the specifications of which are set forth below.

·According to the Worldwide Webb’s website, the project is described as: “An interoperable, dystopian pixel art metaverse giving utility to popular NFT projects.”

·The Underlying Asset is a Worldwide Webb Land Large Apartment 8325 NFT.

Asset Description

Overview & Authentication

·According to the Worldwide Webb’s website: “The Worldwide Webb is an MMORPG metaverse game that uses NFTs for in-game avatars, pets, lands, items and even quests. It is heavily inspired by 'Ready Player One'.”

·“MMORPG” is an acronym for “massively multiplayer online role-playing game.”

·The creators of Worldwide Webb aim to “create a template for metaverses with the core values to keep the space open to all, and to incorporate other NFT projects into the world, giving them tools to build and create their own communities inside our world.”

·The Worldwide Webb is a 2D metaverse with the stated goal to “push the limits and innovate on this frontier. The end game of the Webb will be a fully interoperable Metaverse game with a flourishing play-to-earn & create-to-earn economy for players, creators, and collectors alike.”

·By using a 2D pixel approach, Worldwide Webb is able to “integrate NFT projects with unprecedented speed,” according to the Worldwide Webb Whitepaper.

·The first large partnerships forged by Worldwide Webb are with Ponderware (the company behind the NFT project MoonCats) and the Forgotten Runes Wizards Cult.

·The creators of Worldwide Webb claim that the most successful approaches to the Metaverse have been sandbox-style games, which they liken to “Minecraft on the blockchain.” They believe that the best and most influential of these games are story-driven, which they aim to do using Web3 technology.

·Within the Worldwide Webb metaverse, land is available as NFTs. The plots of land can be used “to house social events, NFTs, pets, avatars and much more. Some land tokens however are in-game businesses, integral parts of the game world which can be somewhat controlled by the owner of the respective NFT,” according to the Worldwide Webb Whitepaper.

·The Worldwide Webb Genesis Land Mint occurred on November 29^th, 2021.

·Worldwide Webb Land NFTs come in four types (listed in order from least rare to most rare): Small Apartments, Medium Apartments, Large Apartments, and Penthouses.

·The Underlying Asset is accompanied by proof of ownership stored on the Ethereum blockchain.

Notable Features

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·The Underlying Asset is a Worldwide Webb Land Large Apartment 8325 NFT.

·The Underlying Asset was minted on November 29, 2021.

·The Underlying Asset was sold for 8.88 ETH on February 22, 2022.

Notable Defects

·The Underlying Asset is consistent with the description provided by Worldwide Webb Land and proof of ownership stored on the Ethereum blockchain.

Details

Series Worldwide Webb Land NFT
NFT	Worldwide Webb Land
Land Type	Large Apartment
Number	8325
Rarity	11% Have This Trait
Proof of Ownership	Ethereum Blockchain

Depreciation

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series Worldwide Webb Land NFT going forward.

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