COMMUNICATION DISCLAIMERThis disclaimer is deemed to be incorporated by reference in its entirety into any social media communication, advertisement, email or other communication or disclosure which contains the link www.rallyrd.com/disclaimer (each, a “Communication”).
The Communication and the subject matter contained within it, does not constitute a solicitation to purchase or an offer to sell any securities.
Offerings in RSE Collection, LLC
Investors are able to acquire membership interests in only a series of RSE Collection, LLC, a Delaware series limited liability company (the “Company”), via the Rally Rd.™ platform and app (the “Rally Rd.™ Platform”). The use of the word “Share” or ”Stock” in any Communication refers to membership interests in a series of RSE Collection, LLC. Each offering of shares in each series of the Company is defined herein as an “Offering” and is subject to its own private placement memorandum (each, a “Memorandum”) or offering circular (each an “Offering Circular”) as the case may be. These important documents are available via the Rally Rd.™ Platform in the “Legal” tab for each Offering, or by requesting a copy by e-mailing email@example.com, or, in the case of the Offering Circular, publicly via the U.S. Securities & Exchange Commission EDGAR service, and should be read by all investors prior to acquiring any membership interests.
The Company is structured as a Delaware series limited liability company that issues different series of interests specific to one or more collectible automobiles. Each series of interest is not a separate legal entity, but is intended to segregate assets, liabilities, profits and taxes pertaining to the underlying collector automobiles from each other series of interests (which may own other automobiles). Each Offering entitles a person to acquire an ownership interest in a series of the Company and not, for the avoidance of doubt, in (i) the Company, (ii) any other series of the Company other than the series of interests subject to the Offering at that time, (iii) RSE Markets, Inc. (the “Manager”), (iv) the Rally Rd.™ Platform or (v) any collectible automobile held by each series of the Company.
Each Offering is being conducted (i) under Rule 506(c) of the Securities Act of 1933, as amended (the “Securities Act”) or under Tier II of Regulation A of the Securities Act as amended, (ii) only through a Private Placement Memorandum or Offering Circular and (iii) exclusively through Cuttone & Company, LLC, a New York limited liability company, a broker-dealer registered with the U.S. Securities and Exchange Commission (the “SEC”) and a member of the Financial Industry Regulatory Authority, Inc. and the Securities Investor Protection Corporation and other necessary state or other regulators, and only in such states where Cuttone & Company is registered. Membership interests offered under Rule 506(c) are being offered and sold only to “accredited investors” within the meaning of Rule 501 of Regulation D under the Securities Act, pursuant to the Memorandum and related subscription documents. Individuals are accredited investors only if they meet certain minimum net worth or sustained annual income thresholds. Entities are accredited investors only if they hold assets of at least $5 million or are completely owned by accredited investors. Other membership interests are being offered and sold to “qualified investors” under Tier II of Regulation A under the Securities Act, pursuant to an Offering Circular as qualified by the SEC. Even so, each investor must rely on its own examination of the Company, the series, the interests and the automobile and the terms of the Offering, including the risks and merits involved, before making any investment.
From time to time the Company will conduct “testing the waters” campaigns to gauge market demand from potential investors for an Offering under Tier II of Regulation A of the Securities Act. No money or other consideration will be solicited, and if sent in response, it will not be accepted. No sales of securities will be made or commitment to purchase accepted until qualification of the Offering Circular by the SEC and approval of any other required government or regulatory agency. An indication of interest made by a prospective investor is non-binding and involves no obligation or commitment of any kind. Any offer to buy securities may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance given after the qualification date. No offer to buy securities can be accepted and no part of the purchase price can be received without an Offering Circular that has been qualified by the SEC, which we urge prospective investors to read carefully. A copy of the most recent version of the Offering Circular may be obtained by contacting the Company at 41 W. 25th Street, 8th Floor, New York, NY 10010, (347) 952-8058, emailing firstname.lastname@example.org, or via the Rally Rd.™ Platform in the “Legal” tab for each Offering, or accessed online here: SEC EDGAR SERVICE
No Offering is being made in any jurisdiction where such an offer or solicitation is not lawful or is prohibited or where Cuttone & Company is not a registered broker-dealer. Each Offering of the membership interests is made pursuant to an exemption from the registration requirements of the Securities Act and certain state securities laws. The Company is not required to file periodic reports (such as reports on Forms 10-K and 10-Q) with the SEC, so there is little publicly available information about its business, assets, liabilities, results of operations and other information that would typically be available regarding publicly traded securities. The Company is not registered as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and the membership interests do not have the benefit of the protections of the Investment Company Act. Furthermore, the Manager is not registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”), and the members of the Company will not have the benefit of the protections of the Investment Advisers Act.
Neither the SEC nor any state securities commission has approved or disapproved the membership interests nor have any of the foregoing passed upon or endorsed the merits of an Offering or the accuracy or adequacy of any of the Memorandum, Offering Circular, or any Communication. Any representation to the contrary is a criminal offense.
There is no trading market for the membership interests at this time and there can be no assurance that such a market will develop in the foreseeable future. The membership interests may not be resold or otherwise disposed of by an investor unless there are available exemptions from registration under federal and applicable state securities laws (and other requirements are met, which may include an opinion of counsel), or such transfer is made in compliance with the registration requirements of such laws. Accordingly, investors must bear the risk of loss for an indefinite period of time.
An investment in membership interests may involve significant risks. Only investors who can bear the economic risk of the investment for an indefinite period of time and the loss of their entire investment should invest in the membership interests. See “Risk Factors” below and in the Memorandum or Offering Circular as the case may be.
No offeree will be accepted as a subscriber who does not make the representations set forth in the subscription agreement accompanying each Memorandum or Offering Circular, including, when applicable, the representation that such offeree is an accredited investor and is acquiring the membership interests for investment and not with a view to resale or distribution thereof in violation of applicable securities laws, and, when applicable, that the investment amount does not exceed 10% of the offeree’s net worth or annual income. Investors also will be required to represent that they are familiar with and understand the terms of each relevant Offering, among other things. Investors may also be required to provide additional information to verify their identity or investor status.
The Interests will not be offered or sold to prospective investors subject to the Employee Retirement Income Security Act of 1974 and regulations thereunder, as amended (“ERISA”).
Notice to Foreign Investors
The Communication is directed solely to persons located within the United States. If the recipient of the Communication lives outside the United States, it is their responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase of membership interests, including obtaining required governmental or other consents or observing any other required legal or other formalities.
Each Offering of membership interests is highly speculative in nature, involves a high degree of risk and should be purchased only by persons who can afford to lose their entire investment. The risks described below should not be considered as an exhaustive list of the risks that prospective investors should consider before investing in the membership interests. All prospective investors should consult the relevant Memorandum or Offering Circular before purchasing membership interests in a series of the Company, which Memorandum or Offering Circular may describe the following risks in more detail and additional risks pertinent to the specific Offering.
Risks relating to the structure, operation and performance of the Company
- An investment in an Offering constitutes only an investment in that Series and not in the Company or any Underlying Asset.
- There is no current market for membership interests and no market may ever develop.
- The Company does not have an operating history and no guarantee can be given that it will obtain its investment objective.
- There may be limited investor appetite in the Company which could prevent the Company achieving its investment objective.
- There are few, if any, businesses that have pursued a strategy similar to the Company’s and it may not gain market acceptance.
- The amount raised at each Offering may exceed the value of the underlying collectible automobile acquired in connection with such Offering.
- The operating expenses related to a series of the Company may exceed the revenues generated by such series.
- The success of the Company is dependent on the Manager and its team to source, acquire and manage underlying collectible automobiles.
- The segregated liability between each series of the Company may not be recognized in jurisdictions outside of Delaware and has not been tested in federal bankruptcy court.
- As the Offering is conducted online, the Rally Rd.™ Platform is at risk of cyber-attacks, computer viruses, physical or electronic break-ins or similar disruptions.
- The arrangement that the Company plans to enter with select broker-dealers to provide liquidity for interest in series of the Company may not materialize or result in a liquid market for the resale of the interests.
Risks related to an Offering
- The Company cannot be certain if securities issued under Tier II of Regulation II and the reduced disclosure requirements for such securities will make them less attractive to investors as compared to a traditional initial public offering.
- There may be deficiencies with the Company’s internal controls that require improvements, and if we are unable to adequately evaluate internal controls, we may be subject to sanctions.
- The company is not a registered broker-dealer and relies on the support of Cuttone & Company to conduct its offerings. Further the Company is registered as an investment company and holds the position based on applicable law that a registration as an investment company is not required. Should these positions change, the Company may lose its ability to issue securities under Tier II of Regulation A.
- Changes in the Federal Tax Laws may adversely affect securities issued by the Company.
Risks specific to the collectible automobile industry
- There may be possible negative changes within the collectible automobile industry.
- Investment in a limited number of investment opportunities on the Rally Rd. platform may result in a lack of diversification for an investor.
- There could be a general downturn in the industry which would likely impact the value of collectible automobiles given the concentrated nature of the industry.
- There may be volatile demand for collectible goods, including collectible automobiles.
- There could be difficulties in determining the value of the underlying collectible automobiles.
Risks relating to the underlying collectible automobiles
- Potential loss or damage may occur to the underlying collectible automobile.
- The Company may have to compete with other business models in the collectible automobile industry.
- Costs for storage, maintenance and insurance may be high.
- Refurbishment of an underlying collectible automobile is dependent on third parties and sourcing original parts.
- Insurance of the underlying collectible automobile may not cover all losses.
- A series of the Company will acquire all ownership risks of its underlying collectible automobile, including third party liability.
- The underlying collectible automobile may be dependent on the general perception of its manufacturer or its prior owner or use.
- Claims on title or authenticity may be made on underlying collectible automobiles.
- A series of the Company may be forced to sell its underlying collectible automobile at an inopportune moment.
- There can be no guarantee of distributions or return of capital being made by a series of the Company to its investors.
Risks relating to the regulation of the Company and the underlying collectible automobiles
- Laws and regulations that specifically govern crowdfunding activities in the U.S. have only recently come into effect, and their implementation and enforcement is uncertain and may be subject to changes that negatively impact the Company.
- If a regulatory authority determines that the Manager should have been registered as a broker-dealer, the series offered and sold whilst the Manager was not registered may be subject to rescission.
- There may be possible changes in federal tax laws impacting the Company.
Risks related to the ownership of interests in series of the Company
- Members of a series in the Company have very limited voting rights.
- The offering price for the membership interests may not necessarily bear any relationship to established valuation criteria such as earnings, book value or assets that may be agreed to between purchasers and sellers in private transactions or that may prevail in the market if and when membership interests can be traded publicly.
- If a market ever develops for the interests in series of the Company, the market price and trading volume of the interests may be volatile.
- Prior to admission as an investor in a series of the Company, any subscription money held in escrow will not accrue interest.
Conflicts of Interest
- The Company’s operating agreement contains provisions that reduce or eliminate duties (including fiduciary duties) of the Manager.
- The Company does not have a conflicts of interest policy.
- The Manager may receive in-kind discounts from service providers when engaging on behalf of the Company.
- Members of the expert network and the advisory board of the Manager are often dealers and brokers so may be incentivized to sell the Company their own collectible automobiles at potentially inflated market prices.
- Members of the expert network and the advisory board of the Manager may be investors in the Company and therefore promote their own self-interests when providing advice to the Manager.
- In the event that operating expenses for a series exceed revenues generated by the series, the Manager may choose to cause the series to incur debt rather than look for additional sources of income elsewhere to cover the costs.
- The Manager determines the timing and amount of distributions made to investors from free cash flow generated by a particular series. Since the Manager participates in these distributions in various ways the Manager may choose for a particular series to make frequent distributions rather than keeping cash on the balance sheet for future operating expenses.
- If the Manager becomes a broker, it may be financially incentivized to ensure increased volume of trading and volatility of interests in a series of the Company, rather than focusing its efforts on monetizing or realizing the underlying collectible automobile.
- The Manager or its affiliates will acquire interests in each series and may sell such interests from time to time. The timing of such series may negatively impact the market value of the interests for other investors.
- The use of one service provider for all series of the Company may be economical but the service provider may not necessarily be the most appropriate for each specific underlying collectible automobile.
- Allocation of costs and expenses across series of the Company may be difficult. In such circumstances the Manager may be conflicted from acting in the best interests of the Company as a whole or the individual series.
- The Manager may choose to use higher cash generating underlying collectible automobiles at certain member events. This may result in lower returns for series of the Company which own the other lower cash generating underlying collectible automobiles.
- The Manager is a party to the operating agreement and therefore, may be incentivized to amend it in a way that is more favorable to it rather than the investors.
- The Manager may receive sponsorship from car servicing providers to reduce the costs of servicing the automobiles. Should such sponsorship not be obtained, the Manager may decide to perform a lower standard of service on the automobiles.
- The Manager will determine whether or not a particular asset should be liquidated, should a offer for such asset be received. The price achieved in such liquidation may not be in the best interest for all investors in the asset.
- As the Manager will acquire a percentage of each series of the Company, it may be incentivized to attempt to generate more earnings with those underlying collectible automobiles in which it holds a greater stake.
- As part of the remuneration package for advisory board members, they may receive an ownership stake in the Manager. This may incentivize the advisory board members to make decisions in relation to the underlying collectible automobiles that benefit the Manager rather than the Company.
- The same legal counsel represents both the Company and certain related RSE entities.
Third Party Information and Past Performance
Certain information, including statistical data, third-party quotes and other factual statements, contained in the Communication has been obtained from published sources prepared by other parties considered to be generally reliable. However, none of the Company, the Manager or any affiliate of the Manager or any of their respective directors, shareholders, members, officers, employees or agents assumes any responsibility for the accuracy of such information. There is no representation or warranty, express or implied, as to the accuracy, adequateness or completeness of any such information used in the Communication.
Past performance is not necessarily indicative of future results of the interests or the assets in a given series. Furthermore, to the extent the Communication relates to prior performance of assets similar to a collector automobile acquired or to be acquired by the Company, those similar assets may be materially different from, or may not be of the same quality as, the assets acquired or to be acquired by the Company. Values of comparable assets may vary depending on a number of factors, including market conditions, location of sale, associated taxes, paint quality, originality of parts, condition of the vehicle, operating quality, historical significance, ownership history, level of wear and other factors.
Furthermore, the value of interests in a series of the Company may materially differ from the value of the underlying vehicle for many reasons, including market factors, fees charged by the asset manager, and restrictions on liquidity.
The information contained in the Communication including the Company’s Offering Circulars or Private Placement Memorandums may include some statements that are not historical and that are considered “forward-looking statements” within the meaning of Section 27A of the Securities Act. Such forward-looking statements may include, but are not limited to: statements regarding the development plans for the Company’s business; its strategies and business outlook; it’s market sector; anticipated development of the Company, the Manager and the Rally Rd.™ Platform; and various other matters (including contingent liabilities and obligations and changes in accounting policies, standards and interpretations). These forward-looking statements typically express the Manager’s expectations, hopes, beliefs, and intentions regarding the future. In addition, without limiting the foregoing, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. 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.
Any forward-looking statements contained in the Communication will be based on current expectations and beliefs concerning future developments that are difficult to predict. Neither the Company nor the Manager can guarantee future performance, or that future developments affecting the Company, the Manager or the Rally Rd.™ Platform will be as currently anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including those risks set forth in “Risk Factors” above.
All forward-looking statements attributable to the Company are expressly qualified in their entirety by these risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should any of the parties’ assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The recipient of the Communication should not place undue reliance on any forward-looking statements and should not make an investment decision based solely on forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Obtain Your Own Advice
Prospective investors are not to construe the contents of the Communication as legal, business or tax advice. Each prospective investor should consult its own advisors as to legal, business, tax and related matters concerning the subject matter of the Communication and any applicable Offering.