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)

☒

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
476150
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
$ 7.7600
The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer
$ 3695750.00
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)
$ 3695750.00

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
$ 36958.00
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
$ 3658793.00
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. 16

File No. 024-11584

EXPLANATORY NOTE

RSE Collection, LLC has prepared this Post-Qualification Amendment No. 16 solely for the purpose of filing additional Exhibit 13 Testing the Waters materials due to EDGAR file size limitations.

 

 

 

i

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 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 6.17 – Form #2 of Assignment and Assumption Agreement (17)

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 (17)

Exhibit 12.1 – Opinion of Maynard, Cooper & Gale, P.C. (17)

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 13.8 – 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 #NBAJAM (13)

Exhibit 13.15 – Testing the Waters Materials for Series #WOW6586 (14)

Exhibit 13.16 – Testing the Waters Materials for Series #MAYC9114 (14)

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

Exhibit 13.18 – Testing the Waters Materials for Series #AZUKI6704 (14)

Exhibit 13.19 – Testing the Waters Materials for Series #SANDBOX1 (14)

Exhibit 13.20 – Testing the Waters Materials for Series #STARWARS3 (14)

Exhibit 13.21 – Testing the Waters Materials for Series #WWLAND1 (14)

Exhibit 13.22 – Testing the Waters Materials for Series #96TIGER (15)

Exhibit 13.23 – Testing the Waters Materials for Series #58PELE4 (15)

Exhibit 13.24 – Testing the Waters Materials for Series #BART (15)

Exhibit 13.25 – Testing the Waters Materials for Series #HOMER (15)

Exhibit 13.26 – Testing the Waters Materials for Series #YEEZY (15)

Exhibit 13.27 – Testing the Waters Materials for Series #LEDZEPP1 (16)

Exhibit 13.28 – Testing the Waters Materials for Series #SI1 (16)

III-1

Exhibit 13.29 – Testing the Waters Materials for Series #ELVIS (16)

Exhibit 13.30 – Testing the Waters Materials for Series #GOLD1 (16)

Exhibit 13.31 – Testing the Waters Materials for Series #88ZELDA (16)

Exhibit 13.32 – Testing the Waters Materials for Series #DOOD7387 (17)

Exhibit 13.33 – Testing the Waters Materials for Series #SACHS1 (17)

Exhibit 13.34 – Testing the Waters Materials for Series #AZUKI8467 (17)

Exhibit 13.35 – Testing the Waters Materials for Series #32RUTH (17)

Exhibit 13.36 – Testing the Waters Materials for Series #20WITT (17)

Exhibit 13.37 – Testing the Waters Materials for Series #TOADZ5028 (17)

Exhibit 13.38 – Testing the Waters Materials for Series #TOADZ3079

Exhibit 13.39 – Testing the Waters Materials for Series #KENNERSET

Exhibit 13.40 – Testing the Waters Materials for Series #SANDBOX2

 

 

 

(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. 12 to its Form 1-A filed with the Commission on March 21, 2022. 

(15)Previously filed as an Exhibit to the Company’s Post-Qualification Amendment No. 13 to its Form 1-A filed with the Commission on March 22, 2022. 

(16)Previously filed as an Exhibit to the Company’s Post-Qualification Amendment No. 14 to its Form 1-A filed with the Commission on March 23, 2022. 

(17)Previously filed as an Exhibit to the Company’s Post-Qualification Amendment No. 15 to its Form 1-A filed with the Commission on April 13, 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 April 13, 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)

 

April 13, 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)

 

April 13, 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

April 13, 2022

III-3

Testing the Waters Materials Related to Series #TOADZ3079

From the Rally App:

Picture 2 

Picture 1 

2 

Picture 3 

3 

Picture 4 

4 

Picture 5 

 

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

Sale Date

Sale Price

Source/ Sale Venue

Cryptoadz #3079

9/22/2021

$5,388.04

OpenSea.io Marketplace

Cryptoadz #3079

9/19/2021

$5,991.93

OpenSea.io Marketplace

Cryptoadz #3079

9/9/2021

$4,109.09

OpenSea.io Marketplace

Cryptoadz #3079

4/5/2021

$12,049.98

OpenSea.io Marketplace

5 

Picture 6 

Picture 7 

Picture 8 

7 

Picture 9 

Picture 10 

8 

9 

Picture 11 

Picture 137 

DESCRIPTION OF SERIES CRYPTOADZ 3079 NFT

Investment Overview

 

·Upon completion of the Series #TOADZ3079 Offering, Series #TOADZ3079 will purchase a Number 3079 CrypToadz NFT with 3D Eyes for Series #TOADZ3079 (The “Series CrypToadz 3079 NFT” or the “Underlying Asset” with respect to Series #TOADZ3079, 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. 

·CrypToadz is a collection of 6,969 NFTs conceived by anonymous artist Gremplin. 

·The Underlying Asset is a Number 3079 CrypToadz NFT with 3D Eyes. 

 

Asset Description

 

Overview & Authentication

 

·According to NFTNow.com: “After the Toadz minting concluded, it wasn’t only the whimsical character art that pushed the project forward, but hype from a slew of prominent influencers seeing the value in the collection. Most prominent were Punk4156, founder of the Nouns project, and Beanie, founder of PUNKS Comic, each giving Toadz a major cosign.” 

·According to NFTEvening.com: “CrypToadz are owning the Collectible space with its referential art NFTs. It is the brainchild of Gremplin, the artist behind the iconic art of Nouns DAO. The sold-out series of 6969 toad-themed Collectibles leaped through the NFT charts since its launch last September 8.” 

·While Gremplin is the main creator of the CrypToadz collection, there are eight other artists, all of which are CryptoPunk holders. Noah Davis of Christie’s is quoted as saying: “It’s like all the weird art kids and the finance club got a table together at university and started talking and building together 24/7.” 

·In October of 2021, CrypToadz and ArcadeNFTs announced a collaboration: “We are happy to announce our first official collaboration & tribute entitled Toad Runnerz. The idea for this collaboration was suggested by the CrypToadz by GREMPLIN team who provided us with official in-game CrypToad assets. From this inspiration the game & Arcades was then developed and created by ArcadeNFT. While the Cryptoadz are in the public domain and are free for anyone to use, we are proud to announce that this collaboration is officially sponsored by CrypToadz and a portion of the revenue from sales of the game will go to the CrypToadz Team and Creator.” 

·The CrypToadz project has made donations to several charities. According to thedefiant.io: “The project donated ~120 ETH to the Rainforest Foundation and also has a plan to build out a plot in Cryptovoxels, a user-owned virtual world, to be used as an entertainment area.” 

·Cozmo de Medici, a well-known NFT influencer whom Snoop Dogg has claimed to be behind, has a number of CrypToadz in his possession. According to DappRadar: “While simply changing your profile picture might seem like an irrelevant detail, the magnitude of Snoop Dogg’s popularity changes this perception. By making CrypToadz #4236 Cozmo de Medici’s new profile image, Snoop effectively endorsed the collection to the highest possible extent.” 

·Electronic music producer and DJ, Marshmello, holds a number of CrypToadz. According to TheRichest.com: “Marshmello has a total contribution of $780,000 in NFTs. Pastel reports that he has invested in Cryptopunks, BAYC, and Veefriends collections. His portfolio has around 120 NFTs, including 11 NFTs from the Cryptoadz collection by Gremplin. His collection's most valuable three NFTs are Cryptopunk #8274, BAYC #4808, and BAYC #9231.” 

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

 

 

Notable Features

 

·The Underlying Asset is a Number 3079 CrypToadz NFT with 3D Eyes. 

·The Underlying Asset consists of the following attributes:  

·The Underlying Asset was minted on September 9, 2021. 

11 

·The Underlying Asset was sold for 1.2 ETH ($4,109.09) on September 9, 2021. 

·The Underlying Asset was sold for 1.8 ETH ($5,991.93) on September 19, 2021. 

·The Underlying Asset was sold for 1.75 ETH ($5,388.04) on September 22, 2021. 

·The Underlying Asset has a Rarity Score of 67.57 and is ranked 6,591 in terms of rarity by Rarity Tools. 

 

Notable Defects

 

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

 

Details

 

Series CrypToadz 3079 NFT

NFT

CrypToadz

Number

3079

Feature

3D (Eyes)

Feature Rarity

2% Have This Trait

Feature

Dog (Body)

Feature Rarity

3% Have This Trait

Feature

Blue Smile (Mouth)

Feature Rarity

5% Have This Trait

Feature

Greyteal (Background)

Feature Rarity

7% Have This Trait

Rarity Score

67.57

Proof of Ownership

Ethereum Blockchain

 

Depreciation

 

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series CrypToadz 3079 NFT going forward.

12 

Testing the Waters Materials Related to Series #KENNERSET

From the Rally App:

Picture 2 

Picture 1 

Picture 3 

2 

 

 

 

 

 

 

Picture 5 

3 

Picture 6 

 

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

Sale Date

Sale Price

Source/ Sale Venue

Kenner Star Wars Mailer Kit Early Bird Set (AFA 75)

9/24/2020

$3,850.00

Hake's

Kenner Star Wars Mailer Kit Early Bird Set (AFA 75)

2/10/2022

$10,251.00

Certified Link

4 

Picture 7 

Picture 8 

5 

Picture 9 

 

Picture 10 

6 

Picture 11 

7 

8 

Picture 12 

Picture 124 

DESCRIPTION OF SERIES 1978 KENNER STAR WARS SET

Investment Overview

 

·Upon completion of the Series #KENNERSET Offering, Series #KENNERSET will purchase a 1978 Kenner Star Wars Early Bird Set graded AFA 75 for Series #KENNERSET (The “Series 1978 Kenner Star Wars Set” or the “Underlying Asset” with respect to Series #KENNERSET, as applicable), the specifications of which are set forth below. 

·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.” 

·Kenner Products was founded in 1947 by Albert, Phillip, and Joseph Kenner. The company would go on to produce toys such as the Easy-Bake Oven and Star Wars action figures. 

·The Underlying Asset is a 1978 Kenner Star Wars Early Bird Set graded AFA 75. 

 

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. 

·After the success of the Star Wars film in 1977, Kenner signed a licensing deal to produce Star Wars toys. According to Cincinnati.com, other toy companies turned down the deal because at the time toy companies generally produced toys related to TV shows due to the longer exposure period compared to movies. 

·A Kenner designer named Jim Swearingen “recalled reading the ‘Star Wars’ script and telling his bosses they had to do these toys.” 

·Since Kenner knew they wanted to produce toys of the spaceships from Star Wars, they scaled down the figures from the common 8 or 12 inches to 3.75 inches. This became “the new industry standard.” 

·In the fall of 1977, Kenner produced puzzles and a board game, but the action figures would take a year to produce and would not meet the holiday deadline. According to Cincinnati.com: “…they tried a bit of innovative marketing. Kenner whipped up a cardboard stand and an “Early Bird Certificate Package” that promised delivery of the first four figures (Luke Skywalker, Princess Leia, Chewbacca and R2-D2) when they were available the next year. The company essentially sold parents an empty box, an I.O.U., to put under the tree on Christmas morning.” 

·Kenner’s Star Wars action figures were added to the National Toy Hall of Fame in 2012. 

·The Underlying Asset has been issued a grade of AFA NM+ 85 by Action Figure Authority (AFA) with Certification No. 16702733. 

 

Notable Features

 

·The Underlying Asset is a 1978 Kenner Star Wars Early Bird Set graded AFA 75+ EX+/NM. 

·The Underlying Asset’s AFA Condition Report consists of the following grades: Window: 85, Figure: 80, Box: 75. 

 

Notable Defects

 

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

 

Details

10 

Series 1978 Kenner Star Wars Set

Action Figures

Luke Skywalker, R2D2, Princess Leia, Chewbacca

Manufacturer

Kenner

Series

Star Wars

Variation

Early Bird Set

Year

1978

Memorabilia Type

Mailer Kit

Rarity

1 of 1 with 6 higher (AFA 75+ EX+/NM)

Authentication

Action Figure Authority (AFA)

Grade

75+

Grade (Window)

85

Grade (Figure)

80

Grade (Box)

75

Certification No.

16702733

 

Depreciation

 

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 1978 Kenner Star Wars Set going forward.

11 

Testing the Waters Materials Related to Series #SANDBOX2

From the Rally App:

Picture 12 

Picture 1 

Picture 13 

2 

Picture 14  

3 

Picture 15 

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

Sale Date

Sale Price

Source/ Sale Venue

The Sandbox LAND, 3x3 Bundle consisting of the following NFTs:

LAND (105, -55): 61101

LAND (106, -56): 60694

LAND (107, -55): 61103

LAND (106, -55): 61102

LAND (107, -56): 60695

LAND (105, -56): 60693

LAND (107, -57): 60287

LAND (106, -57): 60286

LAND (105, -57): 60285

4/2/2022

$86,190.17

OpenSea.io Marketplace

4 

The Sandbox LAND, 3x3 Bundle consisting of the following NFTs:

LAND (105, -55): 61101

LAND (106, -56): 60694

LAND (107, -55): 61103

LAND (106, -55): 61102

LAND (107, -56): 60695

LAND (105, -56): 60693

LAND (107, -57): 60287

LAND (106, -57): 60286

LAND (105, -57): 60285

4/8/2022

$107,851.21

OpenSea.io Marketplace

5 

Picture 16 

Picture 17 

Picture 18 

 

 

 

Picture 19 

7 

Picture 20 

 

8 

9 

Picture 22Picture 23 

DESCRIPTION OF SERIES THE SANDBOX 3X3 ESTATE NFT BUNDLE

Investment Overview

 

·Upon completion of the Series #SANDBOX2 Offering, Series #SANDBOX2 will purchase a The Sandbox 3x3 ESTATE with a bundle of 9 LAND NFTs for Series #SANDBOX2 (The “Series The Sandbox 3x3 ESTATE NFT Bundle” or the “Underlying Asset” with respect to Series #SANDBOX2, 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. 

·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 3x3 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 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.” 

11 

·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 April 8, 2022, The Sandbox is the 8th 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. 

·On March 30, 2022 TIME Magazine named The Sandbox one of the 100 Most Influential Companies of 2022. 

·Markets Insider reported in November of 2021, “A plot of virtual land that went for $4.3 million in The Sandbox is the most expensive metaverse property sale ever.” The record sale was from Republic Realm, and their minimum investment is $500K for a user. 

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

 

 

Notable Features

12 

·The Underlying Asset is a The Sandbox 3x3 ESTATE NFT Bundle.  

·The Underlying Asset has the following nine LAND NFTs: LAND (105, -55); LAND (106, -56); LAND 107, -55); LAND (106, -55); LAND (107, -56); LAND (105, -56); LAND (107, -57); LAND (106, -57); LAND (105, -57). 

·The Underlying Asset was minted on January 29, 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 3x3 ESTATE NFT Bundle

Creator

Pixowl

NFT Collection

The Sandbox ESTATE Bundle

Total NFTs

9

NFT No. 1

LAND (105, -55)

NFT No. 2

LAND (106, -56)

NFT No. 3

LAND (107, -55)

NFT No. 4

LAND (106, -55)

NFT No. 5

LAND (107, -56)

NFT No. 6

LAND (105, -56)

NFT No. 7

LAND (107, -57)

NFT No. 8

LAND (106, -57)

NFT No. 9

LAND (105, -57)

Proof of Ownership

Ethereum Blockchain

 

Depreciation

 

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series The Sandbox 3x3 ESTATE NFT Bundle going forward.

13