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): July 23, 2021
 
 
Otis Collection LLC
(Exact name of issuer as specified in its charter)
 
Delaware
 
84-3316802
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
335 Madison Ave, 16th Floor, New York, NY 10017
(Full mailing address of principal executive offices)
 
 201-479-4408
(Issuer’s telephone number, including area code)
   
 Series Collection Drop 001 Interests, Series Collection Drop 002 Interests, Series Collection Drop 003 Interests, Series Collection Drop 004 Interests
(Title of each class of securities issued pursuant to Regulation A)
1

Item 9
Other Events
Series Collection Drop 004 Update
Series Collection Drop 004, a series of Otis Collection LLC, a Delaware series limited liability company (the “Company”), purchased from Otis Wealth, Inc. (the “Manager”), the manager of the Company, a collection of two non-fungible tokens (“NFTs”) by Grimes titled Newborn 1 and Newborn 3 (the “Series Collection Drop 004 Asset”).
On July 23, 2021, the Manager agreed to sell to Series Collection Drop 004, at no cost, four additional copies of the Grimes NFTs titled Newborn 1 and Newborn 3, which additional copies were to become part of the Series Collection Drop 004 Asset. Accordingly, on July 23, 2021, Series Collection Drop 004 entered into a First Amendment to Purchase and Sale Agreement with the Manager, which amendment amended the assets constituting the Series Collection Drop 004 Asset acquired from the Manager set forth in that certain Purchase and Sale Agreement, dated March 29, 2021. A copy of the amendment has been filed as Exhibit 6.12.2 to this report. Additionally, on July 23, 2021, Series Collection Drop 004 entered into a First Amendment to Asset Management Agreement with the Manager, which amendment amended the assets constituting the Series Collection Drop 004 Asset managed by the Manager as set forth in that certain Asset Management Agreement, dated March 29, 2021. A copy of the amendment has been filed as Exhibit 6.11.2 to this report.
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 the Company’s offering circular, as such factors may be updated from time to time in the Company’s periodic filings and offering circular supplements filed with the U.S. Securities and Exchange Commission (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 the Company’s 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.  
2

 EXHIBITS
 
The following exhibits are filed herewith:
 
Exhibit No.
 
Description
6.11.2
 
6.12.2
 
3

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.
   
Date: July 23, 2021
OTIS COLLECTION LLC
By: Otis Wealth, Inc., its managing member
 
 
 
/s/ Keith Marshall
 
Name: Keith Marshall
 
Title: General Counsel
Exhibit 6.11.2
 
FIRST AMENDMENT TO ASSET MANAGEMENT AGREEMENT
SERIES COLLECTION DROP 004
 
This FIRST AMENDMENT TO ASSET MANAGEMENT AGREEMENT (this “Amendment”), dated as of July 23, 2021, is entered into between Otis Wealth, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series Collection Drop 004, a Series of Otis Collection LLC (the “Series”).
 
WHEREAS, the Asset Manager and the Series are party to that certain Asset Management Agreement, dated March 29, 2021 (the “Agreement”); and
 
WHEREAS, the parties desire to modify and amend the Agreement, as set forth in this Amendment.
 
NOW THEREFORE, in consideration of the mutual agreements herein contained, the parties hereby covenant and agree as follows:
 
1. Amendment. Exhibit A to the Agreement is hereby deleted in its entirety and replaced with the following:
 
THE SERIES COLLECTION DROP 004 ASSET
 
Specifications
 
Artist
Grimes x Mac
Collection
WarNymph Collection Vol. 1
Editions
Newborn 1
Newborn 3
Numbers
#38/100
#50/100
#90/100
#52/100
#10/100
#92/100
Release Year
2021
Purchased From
Nifty Gateway
Purchased For
$3,838
$769
$999
$2,250
$750
$999
Year Purchased
2021”
 
 2. Miscellaneous.
 
(a) The parties hereby ratify and affirm each of the terms and provisions of the Agreement, as amended by this Amendment, which shall remain in full force and effect.
 
(b) This Amendment constitutes the entire amendment to the Agreement and shall not constitute a modification, acceptance and/or waiver of any other provision of the Agreement and/or any rights or claims thereunder.
 
(c) In the event of a conflict between any provisions of the Agreement and any provisions of this Amendment, such provision of this Amendment shall control.
 
(d) The Agreement, as amended by this Amendment, comprises the full and complete agreement of the parties with respect to the transactions contemplated by the Agreement and supersedes and cancels all prior communications, understandings and agreements between the parties, whether written or oral, expressed or implied.
 
1

(e) This Amendment shall be governed by and construed and interpreted in accordance with the substantive laws of the State of New York, without regard to conflict of laws principles and shall supersede any previous agreements, written and/or oral, expressed or implied, between the parties relating to the subject matter hereof.
 
(f) This Amendment may be executed in multiple counterparts, each of which will be deemed an original, and all of which will constitute the same document.
 
[Signature page follows]
2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly appointed agents so as to be effective on the day, month and year first above written.
   
     
Otis Wealth, Inc.
 
 
 
By:
/s/ Keith Marshall
 
Name:
Keith Marshall
 
Title:
General Counsel
 
 
 
Series Collection Drop 004, a Series of Otis Collection LLC
 
By: Otis Wealth, Inc., as managing member
 
 
 
By:
/s/ Keith Marshall
 
Name:
Keith Marshall
 
Title:
General Counsel
 
Exhibit 6.12.2
 
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
SERIES COLLECTION DROP 004
 
This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of July 23, 2021, is entered into between Otis Wealth, Inc., a corporation organized under the laws of the State of Delaware (“Seller”), and Series Collection Drop 004, a Series of Otis Collection LLC (“Purchaser”).
 
WHEREAS, Seller and Purchaser are party to that certain Purchase and Sale Agreement, dated March 29, 2021 (the “Agreement”); and
 
WHEREAS, the parties desire to modify and amend the Agreement, as set forth in this Amendment.
 
NOW THEREFORE, in consideration of the mutual agreements herein contained, the parties hereby covenant and agree as follows:
 
1. Amendment. Exhibit A to the Agreement is hereby deleted in its entirety and replaced with the following:
 
THE SERIES COLLECTION DROP 004 ASSET
 
Specifications
 
Artist
Grimes x Mac
Collection
WarNymph Collection Vol. 1
Editions
Newborn 1
Newborn 3
Numbers
#38/100
#50/100
#90/100
#52/100
#10/100
#92/100
Release Year
2021
Purchased From
Nifty Gateway
Purchased For
$3,838
$769
$999
$2,250
$750
$999
Year Purchased
2021”
 
 2. Miscellaneous.
 
(a) The parties hereby ratify and affirm each of the terms and provisions of the Agreement, as amended by this Amendment, which shall remain in full force and effect.
 
(b) This Amendment constitutes the entire amendment to the Agreement and shall not constitute a modification, acceptance and/or waiver of any other provision of the Agreement and/or any rights or claims thereunder.
 
(c) In the event of a conflict between any provisions of the Agreement and any provisions of this Amendment, such provision of this Amendment shall control.
 
(d) The Agreement, as amended by this Amendment, comprises the full and complete agreement of the parties with respect to the transactions contemplated by the Agreement and supersedes and cancels all prior communications, understandings and agreements between the parties, whether written or oral, expressed or implied.
 
1

(e) This Amendment shall be governed by and construed and interpreted in accordance with the substantive laws of the State of New York, without regard to conflict of laws principles and shall supersede any previous agreements, written and/or oral, expressed or implied, between the parties relating to the subject matter hereof.
 
(f) This Amendment may be executed in multiple counterparts, each of which will be deemed an original, and all of which will constitute the same document.
 
[Signature page follows]
2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly appointed agents so as to be effective on the day, month and year first above written.
   
     
Otis Wealth, Inc.
 
 
 
By:
/s/ Keith Marshall
 
Name:
Keith Marshall
 
Title:
General Counsel
 
 
 
Series Collection Drop 004, a Series of Otis Collection LLC
 
By: Otis Wealth, Inc., as managing member
 
 
 
By:
/s/ Keith Marshall
 
Name:
Keith Marshall
 
Title:
General Counsel