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): September 19, 2022
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Otis Collection LLC
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(Exact name of issuer as specified in its charter)
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Delaware
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84-3316802
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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6 Harrison Street, 5th Floor, New York, NY 10013
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(Full mailing address of principal executive offices)
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201-479-4408
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(Issuer’s telephone number, including area code)
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Liquidity Platform Update
Otis Wealth, Inc. (the “Manager”), the manager of Otis Collection LLC, a Delaware series limited liability company (the “Company”), is a wholly owned subsidiary of Public Holdings, Inc., a Delaware corporation (“Public”). Public operates the web- and mobile app-based platform called Public.com (the “Public Platform”).
The Public Platform will, on the date communicated through the Public Platform, enable investors to buy and sell membership interests in series of the Company (“interests”) via the Public Private Execution Network Alternative Trading System (the “PPEX ATS”) operated by North Capital Private Securities Corporation (“North Capital”). As of the date hereof, the PPEX ATS is the sole trading platform approved by the Manager for secondary transfers of interests (for the avoidance of doubt, transfers may occur outside of a trading platform). As of September 16, 2022, no further secondary transactions are able to be submitted through the mobile app-based platform called Otis operated by our Manager.
Secondary transactions submitted through the Public Platform will be executed by Dalmore Group, LLC (“Dalmore”). In connection therewith, Dalmore receives a commission of up to 5% of the gross proceeds (up to 2.5% from the buyer and up to 2.5% from the seller involved in a transaction) from sales of interests on the Public Platform, such specific percentage as disclosed on the Public Platform. These fees are subject to change, as further disclosed on the Public Platform. For the avoidance of doubt, the Company is not responsible for these fees.
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. 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 be considering in conjunction with the cautionary statements that are included in our filings with the Commission. The Company undertakes 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.
EXHIBITS
The following exhibits are filed herewith:
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.
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Date: September 19, 2022
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OTIS COLLECTION LLC
By: Otis Wealth, Inc., its managing member
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/s/ Keith Marshall
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Name: Keith Marshall
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Title: President, Secretary, Treasurer & Sole Director
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Exhibit 6.1.5.2
September 16, 2022
Otis Collection LLC
6 Harrison Street, 5th Floor
New York, NY 10013
Attention: Keith Marshall, President, Otis Wealth, Inc.
Re:
Amendment No. 1 to Secondary Market Transactions Engagement Letter (this “Amendment”)
Dear Keith:
This letter confirms the amendment to the agreement (the “Agreement”), dated April 29, 2021, between Dalmore Group, LLC, a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the Securities Industry Protection Corporation (“SIPC”; “Dalmore” or “we” or “us”) and Otis Collection LLC (the “Issuer” or “you”) as follows:
1.
Amendment. The second bullet point of Section 2 is hereby amended as follows:
“a
commission of up to five percent (5%) of the gross proceeds (up to 2.5% from
the buyer and up to 2.5% from the seller involved in a Transaction) received
related to sales of the Securities, such specific percentage as disclosed on
the web- and mobile-app-based platform called Public.com, payable monthly as billed by Dalmore to a
commission account that will be established by Dalmore at the designated paying
agent used by the Issuer or directly by ACH or wire transfer of immediately
available funds. For avoidance of doubt, the fee shall not be
payable in the event a closing of a Transaction does not occur.”
2.
Miscellaneous. Dalmore and the Issuer hereby ratify and affirm each of the terms and provisions of the Agreement, as amended hereby, which shall remain in full force and effect. This letter 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. In the event of a conflict between any provisions of the Agreement and any provisions of this letter, such provision of this letter shall control. The Agreement, as amended by this letter, comprises the full and complete agreement 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. This letter 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. This letter may be executed in multiple counterparts, each of which will be deemed an original, and all of which will constitute the same document.
Please confirm that the foregoing correctly and completely sets forth our understanding by signing and returning to us the enclosed duplicate of this engagement agreement.
Sincerely,
DALMORE GROUP LLC
By /s/ Etan Butler
Etan Butler
Chairman
Agreed and accepted as of the date first above written.
OTIS COLLECTION LLC
By: Otis Wealth, Inc., Managing Member
By /s/ Keith Marshall
Keith Marshall
President
