UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 1-U

 

Current Report Pursuant to Regulation A

 

Date of Report (Date of earliest event reported): May 14, 2021

 

 

 

 

   

Brokerage Fee

On May 6, 2021, Otis Collection LLC, a Delaware series limited liability company (which we refer to as “we,” “us,” “our” or “our company”), filed with the Securities and Exchange Commission (the “Commission”) an offering statement on Form 1-A (the “offering circular”).

In connection therewith, Dalmore Group, LLC (the “Broker”), the broker-dealer that will act as executing broker for such offering upon qualification by the Commission, is engaging in additional due diligence efforts and consulting services. Accordingly, effective as of May 6, 2021, our company entered into an Addendum to Broker-Dealer Agreement with Dalmore, which addendum amended that certain Broker-Dealer Agreement, dated September 20, 2020, between our company and Dalmore. Pursuant thereto, Otis Wealth, Inc. (“our manager”), the manager of our company, agreed to pay the Broker an additional one-time consulting fee of $10,000 for the continued provision of ongoing general consulting services related to the offering (such as coordination with third-party vendors and providing general guidance), due and payable following the issuance by the Financial Industry Regulatory Authority, Inc., or FINRA, of a no-objection letter. Our manager will not be reimbursed for payment of such fee.

Safe Harbor Statement

This Current Report on Form 1-U may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions and variations, or comparable terminology, or the negatives of any of the foregoing, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section entitled “Risk Factors” in our offering circular, as such factors may be updated from time to time in our periodic filings and offering circular supplements filed with the Commission, which are accessible on the Commission’s website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in our filings with the Commission. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.  

SIGNATURES  

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

   

Addendum to Broker-Dealer Agreement

This addendum (the “Addendum”) is entered into by and between Otis Collection LLC (“Client”), a Delaware Series Limited Liability Company, and Dalmore Group, LLC, a New York Limited Liability Company (“Dalmore”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in that certain Broker-Dealer Agreement, dated September 3, 2020 (the “Existing Agreement”), by and between Client and Dalmore. Client and Dalmore agree to be bound by the terms of this Addendum, effective as of May 6, 2021 (the “Effective Date”):

Whereas, as a result of additional due diligence efforts and consulting services required in connection with the Offering, the parties desire to amend the Existing Agreement as follows;  

Now, Therefore, in consideration of the mutual promises and covenants contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

“The Manager will pay an additional one time Consulting Fee of $10,000 which will be due and payable immediately after FINRA issues a No Objection Letter with respect to the Offering filed on May 6, 2021.”

 

[SIGNATURES APPEAR ON FOLLOWING PAGE(S)]

 

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

CLIENT: Otis Collection LLC

 

 

 

Dalmore Group, LLC: