POST QUALIFICATION AMENDMENT TO OFFERING STATEMENT

EXPLANATORY NOTE

This is a post-qualification amendment no. 3 to an offering statement on Form 1-A originally filed by Mythic Collection, LLC (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”) on July 29, 2019 and qualified by the SEC on August 5, 2019. The original offering statement was amended by post-qualification amendment no. 1, filed with the SEC on December 20, 2019 and qualified on April 28, 2020, and post-qualification amendment no. 2, filed with the SEC on June 30, 2020 and qualified on July 20, 2020.

The purpose of this post-qualification amendment is to add to the offering circular contained within the offering statement, as amended and qualified, the offering of additional series of the Company and to amend, update and/or replace certain information contained in the offering circular, including information with respect to certain series previously qualified but not yet launched.

PRELIMINARY OFFERING CIRCULAR

SUBJECT TO COMPLETION; DATED JANUARY 12, 2021

Securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This preliminary offering circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a final offering circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the final offering circular or the offering statement in which such final offering circular was filed may be obtained.

MYTHIC COLLECTION, LLC

16 LAGOON CT, SAN RAFAEL, CA 94903

(415-335-6370) Telephone Number

www.mythicmarkets.com

Best Efforts Offering of Series Membership interests

Mythic Collection, LLC (“we,” “us,” “our,” “Mythic Collection” or the “Company”) is a Delaware series limited liability company whose core business is the identification, acquisition, marketing and management of vintage comic books, collectible cards and fantasy art. The Company is offering, on a best efforts basis, membership interests in each of the series of the Company listed in the “Series Offering Table” beginning on page 1 of this offering circular.

All of the series of our company being offered may collectively be referred to in this offering circular as the “series” and each, individually, as a “series.” The interests of all series may collectively be referred to in this offering circular as the “interests” and each, individually, as an “interest” and the offerings of the interests may collectively be referred to in this offering circular as the “offerings” and each, individually, as an “offering.” See “Securities Being Offered” for additional information regarding the interests. A purchaser of the interests may be referred to herein as an “investor” or “interest holder.”

There will be a separate closing with respect to each offering. The closing of an offering will occur on the earliest to occur of (i) the date subscriptions for the maximum number of interests offered for a series have been accepted or (ii) a date determined by our manager in its sole discretion, provided that subscriptions for the Minimum interests of such series have been accepted. If a closing has not occurred, an offering will be terminated upon (i) the date which is one year from the date such offering circular or amendment thereof, as applicable, is qualified by the Securities and Exchange Commission, or the Commission, which period may be extended with respect to a particular series by an additional six months by our manager in its sole discretion, or (ii) any date on which our manager elects to terminate the offering for a particular series in its sole discretion, such date not to exceed the date which is 18 months from the date such offering circular or amendment thereof, as applicable, is qualified by the Commission. No securities are being offered by existing securityholders.

Each offering is being conducted on a “best efforts” basis pursuant to Regulation A of Section 3(6) of the Securities Act of 1933, as amended, or the Securities Act, for Tier 2 offerings. The subscription funds advanced by prospective investors as part of the subscription process with respect to a particular series will be held in a non-interest bearing escrow account with North Capital Private Securities Corporation, or North Capital, and will not be commingled with the operating account of that series, until, if and when there is a closing with respect to that investor and that series. See “Plan of Distribution and Subscription Procedure” and “Securities Being Offered” for additional information.

There is currently no public trading market for any of our series interests, and an active market for these interests may not develop or be sustained.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, and, as such, may elect to comply with certain reduced reporting requirements for this offering circular and future filings after the offerings.

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV.

The United States Securities and Exchange Commission does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the securities offered are exempt from registration. This offering circular shall not constitute an offer to sell or the solicitation of an offer to buy, nor may there be any sales of these securities in, any state in which such offer, solicitation or sale would be unlawful before registration or qualification of the offer and sale under the laws of such state.

NOTICE REGARDING AGREEMENT TO ARBITRATE

THIS OFFERING MEMORANDUM REQUIRES THAT ALL INVESTORS ARBITRATE ANY DISPUTE, OTHER THAN THOSE RELATED TO CLAIMS UNDER FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER, ARISING OUT OF THEIR INVESTMENT IN THE COMPANY. ALL INVESTORS FURTHER AGREE THAT THE ARBITRATION WILL BE BINDING AND HELD IN THE STATE OF DELAWARE. EACH INVESTOR ALSO AGREES TO WAIVE ANY RIGHTS TO A JURY TRIAL. OUT OF STATE ARBITRATION MAY FORCE AN INVESTOR TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. OUT OF STATE ARBITRATION MAY ALSO COST AN INVESTOR MORE TO ARBITRATE A SETTLEMENT OF A DISPUTE.

An investment in the interests involves a high degree of risk. See “Risk Factors” on Page 8 for a description of some of the risks that should be considered before investing in the interests.

TABLE OF CONTENTS

MYTHIC COLLECTION, LLC

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this offering circular includes some statements that are not historical and that are considered “forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding our development plans for our business; our strategies and business outlook; anticipated development of the Company, the manager, each series of the Company and the Mythic Markets Platform (defined below); and various other matters (including contingent liabilities and obligations and changes in accounting policies, standards and interpretations). These forward- looking statements 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.

The forward-looking statements contained in this offering circular are 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 Mythic Markets 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.

All forward-looking statements attributable to us are expressly qualified in their entirety by these risks and uncertainties. These risks and uncertainties, along with others, are also described below under the heading “Risk Factors.” 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. You should not place undue reliance on any forward-looking statements and should not make an investment decision based solely on these forward- looking statements. We undertake 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.

SERIES OFFERING TABLE

The table below shows key information related to each series being offered through this offering circular.

The series offering table above provides key information related to each series offered through this offering circular. For additional information relating to each series being offered hereby, see “Use of Proceeds/Description of Underlying Assets – All Series.”

The series assets referenced in the series offering table above may be referred to herein, collectively, as the “underlying assets” or each, individually, as an “underlying asset.” Any individuals, dealers or auction company which owns an underlying asset prior to a purchase of an underlying asset by the Company in advance of a potential offering or the closing of an offering from which proceeds are used to acquire the underlying asset may be referred to herein as an “asset seller.”

OFFERING SUMMARY

The following summary is qualified in its entirety by the more detailed information appearing elsewhere herein and in the exhibits to the offering statement of which this offering circular is a part. You should read the entire offering circular and carefully consider, among other things, the matters set forth in the section captioned “Risk Factors.” You are encouraged to seek the advice of your attorney, tax consultant, and business advisor with respect to the legal, tax, and business aspects of an investment in the interests. All references in this offering circular to “$” or “dollars” are to United States dollars.

By purchasing interests, Subscribers are bound by the dispute resolution provisions contained in our Operating Agreement which limits your ability to bring class action lawsuits or seek remedy on a class basis. The dispute resolution process provisions do not apply to claims under the federal securities laws. By agreeing to the dispute resolution process, including mandatory arbitration, investors will not be deemed to have waived the company’s compliance with the federal securities laws and the rules and regulations thereunder.

RISK FACTORS

The interests offered hereby are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose their entire investment. There can be no assurance that the Company’s investment objectives will be achieved or that a secondary market would ever develop for the interests, whether via the Mythic Markets Platform, via third party registered broker-dealers or otherwise. The risks set out below are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us might also impair our operations and performance and/or the value of the interests. If any of these risks actually occurs, the value of the interests may be materially adversely affected. Prospective investors should obtain their own legal and tax advice prior to making an investment in the interests and should be aware that an investment in the interests may be exposed to other risks of an exceptional nature from time to time. The following considerations are among those that should be carefully evaluated before making an investment in the interests.

Risks relating to the structure, operation and performance of the Company.

The COVID-19 outbreak may have a material adverse impact on our results of operations.

In December 2019, a novel strain of coronavirus, referred to as COVID-19, was reported in Wuhan, China. COVID-19 has since spread to other countries, including the United States, and was declared a pandemic by the World Health Organization. Efforts to contain the spread of COVID-19 have intensified, and the United States and countries in Europe and Asia have implemented severe travel and social restrictions, including social distancing and “shelter-in-place” orders. The impacts of the outbreak are unknown and rapidly evolving. The COVID-19 outbreak, or public perception of the outbreak, could adversely affect the value of the underlying assets and the financial condition of our investors or prospective investors, resulting in reduced demand for our offerings and alternative asset classes generally.

The continued spread of COVID-19 has also led to severe disruption and volatility in the global financial markets, which could increase our cost of capital and adversely affect our liquidity and ability to access capital markets in the future. The continued spread of COVID-19 has caused an economic slowdown and may cause a recession or other unpredictable events, each of which could adversely affect our business, results of operations or financial condition. The pandemic has had, and could have a significantly greater, material adverse effect on the United States economy as a whole and in our industry in particular.

If the spread of COVID-19 cannot be slowed and, ideally, contained, our business operations could be further delayed or interrupted. We expect that government and health authorities to announce new, or extend existing, restrictions, which could require us to make further adjustments to our operations in order to comply with any such restrictions. We may also experience limitations in employee resources. In addition, our operations could be disrupted if any employee of our manager is suspected of having the virus, which could require quarantine of any such employees. The duration of any business disruption cannot be reasonably estimated at this time but may materially affect our ability to operate our business and result in additional costs.

The extent to which COVID-19 may impact our results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this offering circular, including new information that may emerge concerning the severity of the pandemic and steps taken to contain the pandemic or treat its impact, among others. Nevertheless, the pandemic; the current financial, economic and capital markets environment; and future developments in the global supply chain and other areas present material uncertainty and risk with respect to our performance, financial condition, results of operations and cash flows.

An investment in an offering constitutes only an investment in that series and not in the Company or the underlying asset.

An investor in an offering will acquire an ownership interest in the series of interests related to that offering and not, for the avoidance of doubt, in (i) the Company, (ii) any other series of interests, (iii) the manager, (iv) the series manager, (v) the Platform or (vi) directly in the underlying asset associated with the series or any underlying asset owned by any other series of interests. This results in limited voting rights of the investor, which are solely related to a particular series. investors will have voting rights only with respect to certain matters, primarily relating to amendments to the Operating Agreement that would adversely change the rights of the interest holders and removal of the manager for “cause”. The manager and the series manager thus retain significant control over the management of the Company and the underlying assets. Furthermore, because the interests in a series do not constitute an investment in the Company as a whole, holders of the interests in a series are not expected to receive any economic benefit from, or be subject to the liabilities of, the assets of any other series of interest. In addition, the economic interest of a holder in a series will not be identical to owning a direct undivided interest in an underlying series Asset because, among other things, a series will be required to pay corporate taxes before distributions are made to the holders, and the series manager will receive a fee in respect of its management of the series Asset.

Our independent auditor’s report contains an emphasis-of-matter paragraph regarding substantial doubt about our ability to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due.

There is currently no public trading market for our securities.

There is currently no public trading market for any interests, and an active market may not develop or be sustained. If an active public or private trading market for our securities does not develop or is not sustained, it may be difficult or impossible for you to resell your interests at any price. Even if a public or private market does develop, the market price could decline below the amount you paid for your interests.

There may be state law restrictions on an investor’s ability to sell the interests.

Each state has its own securities laws, often called “Blue Sky” laws, which (1) limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration and (2) govern the reporting requirements for broker-dealers and stock brokers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. Also, the broker must be registered in that state. We do not know whether our securities will be registered, or exempt, under the laws of any states. A determination regarding registration will be made by the broker-dealers, if any, who agree to serve as the market-makers for our interests. There may be significant state “Blue Sky” law restrictions on the ability of investors to sell, and on purchasers to buy, our interests. In addition, Tier 2 of Regulation A limits qualified resales of our interests to 30% of the aggregate offering price of a particular offering. investors should consider the resale market for our securities to be limited. investors may be unable to resell their securities, or they may be unable to resell them without the significant expense of state registration or qualification, or opinions to our satisfaction that no such registration or qualification is required.

Lack of operating history.

The Company and each series of interests were recently formed and have not generated any revenues and have no operating history upon which prospective investors may evaluate their performance. No guarantee can be given that the Company and any series of interests will achieve their investment objectives, the value of any underlying asset will increase or that any underlying asset will be successfully monetized.

There can be no guarantee that the Company will reach its funding target from potential investors with respect to any series or future proposed series of interests.

Due to the start-up nature of the Company and the manager, there can be no guarantee that the Company will reach its funding target from potential investors with respect to any series of interests or future proposed series of interests. In the event the Company does not reach a funding target, it may not be able to achieve its investment objectives by acquiring additional underlying assets through the issuance of further series of interests and monetizing them to generate distributions for investors. In addition, if the Company is unable to raise funding for additional series of interests, this may impact any investors already holding interests as they will not see the benefits which arise from economies of scale following the acquisition by other series of interests of additional underlying assets and other monetization opportunities (e.g., hosting events with the collection of underlying assets).

There are few, if any, businesses that have pursued a strategy or investment objective similar to the Company’s.

We believe the number of other companies crowdfunding the Asset Class or proposing to run a platform for crowdfunding of interests in the Asset Class is very limited to date. The Company and the interests may not gain market acceptance from potential investors, potential asset sellers or service providers within the Asset Class’ industry, including insurance companies, storage facilities or maintenance partners. This could result in an inability of the manager to operate the underlying asset profitably. This could impact the issuance of further series of interests and additional underlying assets being acquired by the Company. This would further inhibit market acceptance of the Company and if the Company does not acquire any additional underlying assets, investors would not receive any benefits which arise from economies of scale (such as reduction in storage costs as a large number of underlying assets are stored at the same facility, discounts on collectibles insurance and the ability to monetize underlying assets through collectible museums or other Fan Club Experiences, as described below, that would require the Company to own a substantial number of underlying assets).

The Company does not expect to generate revenues or launch Fan Club Experiences until 2021.

investors should be advised and aware that the Company does not expect to generate revenue until 2021 when it intends to launch its Fan Club Experiences. It is expected that the Fan Club Experiences will not happen until such time because it will be at that time that the Company will have enough series with underlying assets in order to justify the launch of such experiences. The Company has not entered into any agreements to launch such events. To this end, investors should look to invest for the long term and for the time being, look to the increase in value of the underlying asset of their series in order to realize any appreciation or increase in value in the value of the securities. However, for this reason, investors should look to the investment as highly speculative, risky and as a long-term investment.

Offering amount exceeds value of underlying asset.

The size of each offering will exceed the purchase price of the related underlying asset as at the date of such offering (as the proceeds of an offering in excess of the purchase price of the underlying asset will be used to pay fees, costs and expenses incurred in making such offering and acquiring the underlying asset). If an underlying asset had to be sold and there has not been substantial appreciation of the value of the underlying asset prior to such sale, there may not be sufficient proceeds from the sale of the underlying asset to repay investors the amount of their initial investment (after first paying off any liabilities on the underlying asset at the time of the sale including but not limited to any outstanding Operating Expenses Reimbursement Obligation) or any additional profits in excess of this amount.

Excess Operating Expenses.

Operating Expenses related to a particular series incurred post-closing shall be the responsibility of the series. However, if the Operating Expenses of a particular series exceed the amount of revenues generated from the underlying asset of such series, the manager may (a) pay such Operating Expenses and not seek reimbursement, (b) loan the amount of the Operating Expenses to the particular series, on which the manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by the applicable underlying asset (“Operating Expenses Reimbursement Obligation(s)”), or (c) cause additional interests to be issued in such series in order to cover such additional amounts.

If there is an Operating Expenses Reimbursement Obligation, this reimbursable amount between related parties would be repaid from the Free Cash Flow generated by the applicable series and could reduce the amount of any future distributions payable to investors in that series. If additional interests are issued in a particular series, this would dilute the current value of the interests of that series held by existing investors and the amount of any future distributions payable to such existing investors. Further, any additional issuance of interests of a series could result in dilution of the holders of that series.

The Company may not launch enough series or have enough underlying assets to realize economies of scale.

It is the intention of the Company to launch approximately 10 to 15 additional offerings in the next twelve months. It is the hope that through the scale of offerings, the Company may reduce Operating Expenses for each series through economies of scale. However, it is possible, and very likely, that the Company may not be able to launch as many offerings as it intends and thus, will not be able to realize reduced Operating Expenses per series through economies of scale.

We are reliant on the manager and its personnel. Our business and operations could be adversely affected if the manager loses key personnel.

The successful operation of the Company (and therefore, the success of the interests) is in part dependent on the ability of the manager and the series manager to source, acquire and manage the underlying assets and for the manager to maintain the Platform. As the series manager has only been in existence since July 2018 and is an early-stage startup company, it has no significant operating history within the vintage comic book, collectible card and fantasy art sector, which evidences its ability to source, acquire, manage and utilize the underlying assets.

In addition, the success of the Company (and therefore, the interests) will be highly dependent on the expertise and performance of the manager and the series manager and their respective teams, the manager’s expert network and other investment professionals (which may include third parties) to source, acquire and manage the underlying assets. There can be no assurance that these individuals will continue to be associated with the manager or the series manager, The loss of the services of one or more of these individuals could have a material and adverse effect on the underlying assets and, in particular, their ongoing management and use to support the investment of the interest holders.

Furthermore, the success of the Company and the value of the interests is dependent on there being critical mass from the market for the interests and also that the Company is able to acquire a number of underlying assets in multiple series of interests so that the investors can benefit from economies of scale which arise from holding more than one underlying asset (e.g., a reduction in transport costs if a large number of underlying assets are shipped at the same time). In the event that the Company is unable to source additional underlying assets due to, for example, competition for such underlying assets or lack of underlying assets available in the marketplace, then this could materially impact the success of the Company and each series by hindering its ability to acquire additional underlying assets through the issuance of further series of interests and monetizing them together with the underlying assets at the Fan Club Experiences to generate distributions for investors. It is not expected to launch Fan Club Experiences until 2021.

If the Company’s series limited liability company structure is not respected, then investors may have to share any liabilities of the Company with all investors and not just those who hold the same series of interests as them.

The Company is structured as a Delaware series limited liability company that issues different series of interests for each underlying asset. Each series of interests will merely be a separate series and not a separate legal entity. Under the Delaware Limited Liability Company Act (the “LLC Act”), if certain conditions (as set forth in Section 18- 215(b) of the LLC Act) are met, the liability of investors holding one series of interests is segregated from the liability of investors holding another series of interests and the assets of one series of interests are not available to satisfy the liabilities of other series of interests. Although this limitation of liability is recognized by the courts of Delaware, there is no guarantee that if challenged in the courts of another U.S. State or a foreign jurisdiction, such courts will uphold a similar interpretation of Delaware corporation law, and in the past certain jurisdictions have not honored such interpretation. If the Company’s series limited liability company structure is not respected, then investors may have to share any liabilities of the Company with all investors and not just those who hold the same series of interests as them. Furthermore, while we intend to maintain separate and distinct records for each series of interests and account for them separately and otherwise meet the requirements of the LLC Act, it is possible a court could conclude that the methods used did not satisfy Section 18-215(b) of the LLC Act and thus potentially expose the assets of a series to the liabilities of another series of interests. The consequence of this is that investors may have to bear higher than anticipated expenses which would adversely affect the value of their interests or the likelihood of any distributions being made by the series to the investors. In addition, we are not aware of any court case that has tested the limitations on inter-series liability provided by Section 18-215(b) in federal bankruptcy courts and it is possible that a bankruptcy court could determine that the assets of one series of interests should be applied to meet the liabilities of the other series of interests or the liabilities of the Company generally where the assets of such other series of interests or of the Company generally are insufficient to meet our liabilities.

If any fees, costs and expenses of the Company are not allocable to a specific series of interests, they will be borne proportionately across all of the series of interests (which may include future series of interests to be issued). Although the manager will allocate fees, costs and expenses acting reasonably and in accordance with its allocation policy (see “Description of the Business – Allocations of Expenses” section), there may be situations where it is difficult to allocate fees, costs and expenses to a specific series of interests and therefore, there is a risk that a series of interests may bear a proportion of the fees, costs and expenses for a service or product for which another series of interests received a disproportionately high benefit.

We are currently expanding and improving our information technology systems and use security measures designed to protect our systems against breaches and cyber-attacks. If these efforts are not successful, our business and operations could be disrupted, our operating results and reputation could be harmed, and the value of the interests could be materially and adversely affected.

The highly automated nature of the Mythic Markets Platform through which potential investors acquire or transfer interests may make it an attractive target and potentially vulnerable to cyber-attacks, computer viruses, physical or electronic break-ins or similar disruptions. The Mythic Markets Platform processes certain confidential information about investors, the asset sellers and the underlying assets. While we intend to take commercially reasonable measures to protect our confidential information and maintain appropriate cybersecurity, the security measures of the Mythic Markets Platform, the Company, the manager or the Company’s service providers could be breached. Any accidental or willful security breaches or other unauthorized access to the Mythic Markets Platform could cause confidential information to be stolen and used for criminal purposes or have other harmful effects. Security breaches or unauthorized access to confidential information could also expose the Company to liability related to the loss of the information, time-consuming and expensive litigation and negative publicity, or loss of the proprietary nature of the manager’s and the Company’s trade secrets. If security measures are breached because of third-party action, employee error, malfeasance or otherwise, or if design flaws in the Mythic Markets Platform software are exposed and exploited, the relationships between the Company, investors, users and the asset sellers could be severely damaged, and the Company or the manager could incur significant liability or have their attention significantly diverted from utilization of the underlying assets, which could have a material negative impact on the value of interests or the potential for distributions to be made on the interests.

Because techniques used to sabotage or obtain unauthorized access to systems change frequently and generally are not recognized until they are launched against a target, the Company, the third-party hosting used by the Mythic Markets Platform and other third-party service providers may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, federal regulators and many federal and state laws and regulations require companies to notify individuals of data security breaches involving their personal data. These mandatory disclosures regarding a security breach are costly to implement and often lead to widespread negative publicity, which may cause investors, the asset sellers or service providers within the industry, including insurance companies, to lose confidence in the effectiveness of the secure nature of the Mythic Markets Platform. Any security breach, whether actual or perceived, would harm the reputation of the Company and the Mythic Markets Platform and the Company could lose investors and the asset sellers. This would impair the ability of the Company to achieve its objectives of acquiring additional underlying assets through the issuance of further series of interests and monetizing them at the Fan Club Experiences.

System limitations or failures could harm our business and may cause the manager to intervene into activity on our Platform.

Our business depends in large part on the integrity and performance of the technology, computer and communications systems supporting them. If new systems fail to operate as intended or our existing systems cannot expand to cope with increased demand or otherwise fail to perform, we could experience unanticipated disruptions in service, slower response times and delays in the introduction of new products and services. These consequences could result in service outages, adverse effects on primary issuance or trading periods, through the Platform, resulting in decreased customer satisfaction and regulatory sanctions.

Our Platform has experienced systems failures and delays in the past and could experience future systems failures and delays. In such cases the manager has and may in future take corrective actions as it reasonably believes are in the best interests of investors or potential investors.

If subscription or trading volumes in future increase unexpectedly or other unanticipated events occur, we may need to expand and upgrade our technology, transaction processing systems and network infrastructure. We do not know whether we will be able to accurately project the rate, timing or cost of any volume increases, or expand and upgrade our systems and infrastructure to accommodate any increases in a timely manner.

While we have programs in place to identify and minimize our exposure to vulnerabilities and to share corrective measures with our business partners, we cannot guarantee that such events will not occur in the future. Any system issue that causes an interruption in services, including the Platform, decreases the responsiveness of our services or otherwise affects our services could impair our reputation, damage our brand name and negatively impact our business, financial condition and operating results.

Our Platform is highly technical and may be at a risk to malfunction.

Our Platform is a complex system composed of many interoperating components and incorporates software that is highly complex. Our business is dependent upon our ability to prevent system interruption on our Platform. Our software, including open source software that is incorporated into our code, may now or in the future contain undetected errors, bugs, or vulnerabilities. Some errors in our software code may only be discovered after the code has been released. Bugs in our software, third-party software including open source software that is incorporated into our code, misconfigurations of our systems, and unintended interactions between systems could cause downtime that would impact the availability of our service to Platform users. We have from time to time found defects or errors in our system and may discover additional defects in the future that could result in Platform unavailability or system disruption. In addition, we have experienced outages on our Platform due to circumstances within our control, such as outages due to software limitations. We rely on Amazon Web Services, Inc. (“AWS”) data centers for the operation of our Platform. If the AWS data centers fail, our Platform users may experience down time. If sustained or repeated, any of these outages could reduce the attractiveness of our Platform to Platform users. In addition, our release of new software in the past has inadvertently caused, and may in the future cause, interruptions in the availability or functionality of our Platform. Any errors, bugs, or vulnerabilities discovered in our code or systems after release could result in an interruption in the availability of our Platform or a negative experience for users and investors and could also result in negative publicity and unfavorable media coverage, damage to our reputation, loss of Platform users, loss of revenue or liability for damages, regulatory inquiries, or other proceedings, any of which could adversely affect our business and financial results.

We do not anticipate the use of manager -owned interests for liquidity or to facilitate the resale of interests held by investors.

Currently, the manager does not intend to sell any interests which it holds or may hold prior to the liquidation of an underlying asset. Thus, the manager does not currently intend to take any action which might provide liquidity or facilitate the resale of interests held by investors by selling its own interests. However, the manager may from time to time transfer a small number of interests to unrelated third parties for promotional purposes.

Abuse of our advertising or social platforms may harm our reputation or user engagement.

Mythic Markets provides content or posts ads about the Company and series through various social media platforms that may be influenced by third parties. Our reputation or user engagement may be negatively affected by activity that is hostile or inappropriate to other people, by users impersonating other people or organizations, by disseminating information about us or to us that may be viewed as misleading or intended to manipulate the opinions of our users, or by the use of Mythic Markets’ products or services, including the Platform, that violates our terms of service or otherwise for objectionable or illegal ends. Preventing these actions may require us to make substantial investments in people and technology and these investments may not be successful, adversely affecting our business.

If we are unable to protect our intellectual property rights, our competitive position could be harmed, or we could be required to incur significant expenses to enforce our rights.

Our ability to compete effectively is dependent in part upon our ability to protect our proprietary technology. We rely on trademarks, trade secret laws, and confidentiality procedures to protect our intellectual property rights. There can be no assurance these protections will be available in all cases or will be adequate to prevent our competitors from copying, reverse engineering or otherwise obtaining and using our technology, proprietary rights or products. To prevent substantial unauthorized use of our intellectual property rights, it may be necessary to prosecute actions for infringement and/or misappropriation of our proprietary rights against third parties. Any such action could result in significant costs and diversion of our resources and management’s attention, and there can be no assurance we will be successful in such action. If we are unable to protect our intellectual property, it could have a material adverse effect on our business and on the value of the interests.

Use of broker to facilitate liquidity.

The manager may arrange for some of the interests it holds in a specific series of interests to be sold by a broker pursuant to a “10b5-1 trading plan”. There is a risk that this may result in too many interests being available for resale and the price of the relevant series of interests decreasing as supply outweighs demand.

Unpredictable and/or uncontrollable events, such as the COVID-19 outbreak, could adversely affect our business.

Our business could be subject to unpredictable and uncontrollable events, such as earthquakes, power shortages, telecommunications failures, water shortages, floods, hurricanes, typhoons, fires, extreme weather conditions, medical epidemics or pandemics, such as the COVID-19 outbreak, and other natural or manmade disasters or business interruptions. The occurrence of any of these business disruptions could seriously harm our operations and financial condition and increase our costs and expenses. The risk, or public perception of the risk, of a pandemic, or media coverage of infectious diseases, could adversely affect the value of the underlying assets and the financial condition of our investors or prospective investors, resulting in reduced demand for our offerings and alternative asset classes generally. Moreover, an epidemic, pandemic, outbreak or other public health crisis, such as COVID-19, could adversely affect employees of our manager, which serves as the asset manager and in which we rely to manage the logistics of our business. “Shelter-in-place” or other such orders by governmental entities could also disrupt our operations if employees of our manager who cannot perform their responsibilities from home are not able to report to work or carry out necessary actions related to the logistics of our business. Risks related to an epidemic, pandemic or other health crisis, such as COVID-19, could also lead to the complete or partial closure of one or more of our facilities or the storage facility in which we lease space, which could prevent us from accessing the underlaying assets. Further, risks related to an epidemic, pandemic or other health crisis, such as COVID-19, could lead to complete or partial cessation of operations of our sourcing partners for the underlying assets.

Risks relating to each Offering

We are offering our interests pursuant to Tier 2 of Regulation A and we cannot be certain if the reduced disclosure requirements applicable to Tier 2 issuers will make our interests less attractive to investors as compared to a traditional initial public offering.

As a Tier 2 issuer, we are subject to scaled disclosure and reporting requirements which may make an investment in our interests less attractive to investors who are accustomed to enhanced disclosure and more frequent financial reporting. In addition, given the relative lack of regulatory precedent regarding the recent amendments to Regulation A, there is some regulatory uncertainty in regard to how the Commission or the individual state securities regulators will regulate both the offer and sale of our securities, as well as any ongoing compliance that we may be subject to. For example, a number of states have yet to determine the types of filings and amount of fees that are required for such an offering. If our scaled disclosure and reporting requirements, or regulatory uncertainty regarding Regulation A, reduces the attractiveness of the interests, we may be unable to raise the funds necessary to fund future offerings, which could impair our ability to develop a diversified portfolio of underlying assets and create economies of scale, which may adversely affect the value of the interests or the ability to make distributions to investors.

There may be deficiencies with our internal controls that require improvements, and if we are unable to adequately evaluate internal controls, we may be subject to sanctions.

As a Tier 2 issuer, we will not need to provide a report on the effectiveness of our internal controls over financial reporting, and we will be exempt from the auditor attestation requirements concerning any such report so long as we are a Tier 2 issuer. We are in the process of evaluating whether our internal control procedures are effective and therefore there is a greater likelihood of undiscovered errors in our internal controls or reported financial statements as compared to issuers that have conducted such evaluations.

Furthermore, the Company is not registered and will not be registered as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the manager is not registered and will not be registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”) and the interests do not have the benefit of the protections of the Investment Company Act or the Investment Advisers Act. The Company, the manager and the series manager have taken the position that the underlying assets are not “securities” within the meaning of the Investment Company Act or the Investment Advisers Act, and thus the Company’s assets will consist of less than 40% investment securities under the Investment Company Act and the manager and the series manager are not and will not be advising with respect to securities under the Investment Advisers Act. This position, however, is based upon applicable case law that is inherently subject to judgments and interpretation. If the Company were to be required to register under the Investment Company Act or the manager or the series manager were to be required to register under the Investment Advisers Act, it could have a material and adverse impact on the results of operations and expenses of each series and the manager and the series manager may be forced to liquidate and wind up each series of interests or rescind an offering for any series or an offering for any other series of interests.

Possible Changes in Federal Tax Laws.

The Code is subject to change by Congress, and interpretations of the Code may be modified or affected by judicial decisions, by the Treasury Department through changes in regulations and by the Internal Revenue Service through its audit policy, announcements, and published and private rulings. Although significant changes to the tax laws historically have been given prospective application, no assurance can be given that any changes made in the tax law affecting an investment in any series of interests of the Company would be limited to prospective effect. For instance, prior to effectiveness of the Tax Cuts and Jobs Act of 2017, an exchange of the interests of one series for another might have been a non-taxable ‘like-kind exchange’ transaction, while transactions now only qualify for that treatment with respect to real property. Accordingly, the ultimate effect on an investor’s tax situation may be governed by laws, regulations or interpretations of laws or regulations which have not yet been proposed, passed or made, as the case may be.

Risks specific to the Industry and the Asset Class

The global economy and financial markets and political conditions of various countries can adversely affect the supply of and demand for art and collectibles, and unpredictable and/or uncontrollable events, such as the COVID-19 outbreak, may cause a disruption in the art and collectibles industry.

The art and collectibles industry may be influenced by the overall strength and stability of the global economy and financial markets of various countries, although any correlation may not be immediately evident. In addition, global political conditions and world events may affect our business through their effect on the economies of various countries, as well as on the willingness of potential buyers to purchase art and collectibles in the wake of economic uncertainty. Accordingly, weakness in the global economy and financial markets of various countries may cause a downturn in the art and collectibles industry, which is likely to impact the value of the underlying assets, and consequently the value of the interests.

The COVID-19 outbreak has caused unprecedented levels of global uncertainty and may impact the value of art and other collectables. We expect the COVID-19 outbreak will result in low transaction volume until confidence in the global economy is restored. The extent and duration of this disruption cannot be accurately estimated, and the art and collectibles industry may a significant amount of time to recover. Although we intend to hold and manage all of the assets marketed on our Platform for an average of five to ten years, the COVID-19 outbreak and resulting economic uncertainty may impact the value of the underlying assets, and consequently the value of the interests.

Potential negative changes within the Asset Class.

The Asset Class is subject to various risks, including, but not limited to, currency fluctuations, changes in tax rates, consumer confidence and brand exposure, as well as risks associated with the Asset Class in general, including, but not limited to, economic downturns and the availability of desirable underlying assets. Changes in the Asset Class could have a material and adverse effect upon the Company’s ability to achieve its investment objectives by acquiring additional underlying assets through the issuance of further series of interests and monetizing them at the Fan Club Experiences to generate distributions for investors. Further, Fan Club Experiences are not expected to launch until 2021.

Lack of Diversification.

It is not anticipated that any series would own any assets other than its respective underlying asset, plus potential cash reserves for storage, insurance and other expenses pertaining to the underlying asset and amounts earned by such series from the monetization of the underlying asset. investors looking for diversification will have to create their own diversified portfolio by investing in other opportunities in addition to any one series.

Industry concentration and general downturn in industry.

Given the concentrated nature of the underlying assets (i.e., only vintage comic books, collectible cards and fantasy art pieces) any downturn in the Asset Class is likely to impact the value of the underlying assets, and consequently the value of the interests. Furthermore, as vintage comic books, collectible cards and fantasy art are a collectible item, the value of such collectible assets may be impacted if an economic downturn occurs and there is less disposable income for individuals to invest in the Asset Class. In the event of a downturn in the industry, the value of the underlying assets is likely to decrease.

Volatile demand for the assets in the Asset Class.

The vintage comic book, collectible card and fantasy art market has been subject to volatility in demand in recent periods, particularly around certain categories of assets and investor tastes (ex. Marvel Cinematic Universe characters). Demand for high value vintage comic books, collectible cards and fantasy art pieces depends to a large extent on general, economic, political and social conditions in a given market as well as the tastes of the vintage comic book, collectible card and fantasy art enthusiast community resulting in changes of which vintage comic book, collectible card and fantasy art brands and genres are most sought after. Demand for vintage comic books, collectible cards and fantasy art may also be affected by factors directly impacting vintage comic book, collectible card and fantasy art prices or the cost of purchasing and operating these assets, such as the availability and cost of financing, insurance, storage, transport, and other taxes, including taxes on collectible goods, resulting in limitations to the use of vintage comic books, collectible cards and fantasy art, or collectible goods more generally.

Volatility in demand may lead to volatility in the value of the underlying assets, which may result in further downward price pressure and adversely affect the Company’s ability to achieve its objective of acquiring additional underlying assets through the issuance of further series of interests and monetizing them at the Fan Club Experiences to generate distributions for investors which is not expected until at least 2021. In addition, the lack of demand may reduce any further issuance of series of interests and acquisition of more underlying assets, thus limiting the benefits the investors already holding series of interests could receive from there being economies of scale (e.g., cheaper insurance due to a number of underlying assets requiring insurance) and other monetization opportunities (e.g., hosting museum and trade show exhibits with the collection of underlying assets). These effects may have a more pronounced impact given the limited number of underlying assets held by the Company in the short-term.

rely on data from past auction sales data, among other sources, in determining the value of the underlying assets, and have not independently verified the accuracy or completeness of this information. As such, valuations of the underlying assets may be subject to a high degree of uncertainty and risk.

As explained in the “Description of the Business” section, the Asset Class is difficult to value and it is hoped the Mythic Markets Platform will help create a market by which the interests (and, indirectly, the underlying assets) may be more accurately valued due to the creation of a larger market for the Asset Class than exists from current means. Until the Mythic Markets Platform has created such a market, valuations of the underlying assets will be based upon the subjective approach taken by the members of the manager’s expert network and members of the advisory board, valuation experts appointed by the asset seller or other data provided by third parties (e.g., auction results and previous sales history). Due to the lack of third-party valuation reports and potential for one-of-a-kind assets, the value of the underlying assets may be more difficult for potential investors to compare against a market benchmark. Furthermore, if similar assets to the underlying assets are created or discovered it could in turn negatively impact the value of the underlying assets. The manager sources data from reputable valuation providers in the industry, including but not limited to the Overstreet Comic Book Price Guide, Heritage Auctions, Beckett Grading Services, Certified Guaranty Company, and others; however, it may rely on the accuracy of the underlying data without any means of detailed verification. Consequently, valuations may be uncertain.

Risks relating to the underlying asset

The value of the underlying assets and, consequently, the value of an investor’s interests can go down as well as up.

Valuations are not guarantees of realizable price, do not necessarily represent the price at which the interests may be sold on the Mythic Markets Platform and the value of the underlying assets may be materially affected by a number of factors outside the control of the Company, including any volatility in the economic markets, the condition of the underlying assets and physical matters arising from the state of their condition.

An underlying asset may be lost or damaged by causes beyond the Company’s control while being transported or when in storage or on display. There can be no guarantee that insurance proceeds will be sufficient to pay the full market value of an underlying asset which has been damaged or lost which will result in a material and adverse effect in the value of the related interests.

Any underlying asset may be lost or damaged by causes beyond the Company’s reasonable control when in storage or on display. There is also a possibility that the underlying asset could be lost or damaged at Fan Club Experiences. Any damage to an underlying asset or other liability incurred as a result of participation in these programs could adversely impact the value of the underlying asset or adversely increase the liabilities or Operating Expenses of its related series of interests. Further, when the underlying asset has been purchased, it will be necessary to transport it to the manager’s preferred storage location or as required to participate in Fan Club Experiences. An underlying asset may be lost or damaged in transit, and transportation, insurance or other expenses may be higher than anticipated due to the locations of particular events.

Although we intend for the underlying assets to be insured at replacement cost (subject to policy terms and conditions), in the event of any claims against such insurance policies, there can be no guarantee that any losses or costs will be reimbursed, that the underlying asset can be replaced on a like-for-like basis or that any insurance proceeds would be sufficient to pay the full market value (after paying for any outstanding liabilities including, but not limited to any outstanding balances under Operating Expenses Reimbursement Obligations), if any, of the interests. In the event that damage is caused to an underlying asset, this will impact the value of the underlying asset, and consequently, the interests related to the underlying asset, as well as the likelihood of any distributions being made by the applicable series to its investors.

In addition, at a future date, the manager may decide to expand the Fan Club Experiences to include items where individual investors or independent third parties may be able to become the caretaker of underlying assets, for a certain period of time for an appropriate fee, assuming that the manager believes that such models are expected to result in higher overall financial returns for all investors in any underlying assets used in such models. The feasibility from an insurance, safety, technological and financial perspective of such models has not yet been analyzed but may significantly increase the risk profile and the chance for loss of or damage to any underlying asset if utilized in such models.

Competition in the vintage comic book, collectible card and fantasy art industry from other business models.

There is potentially significant competition for the underlying assets from many different market participants. While the majority of transactions continue to be peer-to-peer with very limited public information, other market players such as vintage comic book, collectible card and fantasy art dealers and auction houses continue to play an increasing role. In addition, the underlying market is being driven by the increasing number of widely popular vintage comic book, collectible card and fantasy art-focused TV and online shows, including Comic Book Men, Geek & Sundry, OpenBoosters and ChannelFireball.

This competition may impact the liquidity of the interests, as it is dependent on the Company acquiring attractive and desirable underlying assets to ensure that there is an appetite of potential investors for the interests. In addition, there are companies that are developing crowd funding models for other alternative asset classes such as art and collectible cars, who may decide to enter the vintage comic book, collectible card and fantasy art market as well.

Potentially high storage, maintenance and insurance costs for the underlying assets.

In order to protect and care for the underlying assets, the manager must ensure adequate storage facilities and insurance coverage. The cost of care may vary from year to year depending on changes in the insurance rates for covering the underlying assets and changes in the cost of storage for the underlying assets. It is anticipated that as the Company acquires more underlying assets, the manager may be able to negotiate a discount on the costs of storage, maintenance and insurance due to economies of scale. These reductions are dependent on the Company acquiring a number of underlying assets and service providers being willing to negotiate volume discounts and, therefore, are not guaranteed.

If costs turn out to be higher than expected, this would impact the value of the interests related to the underlying asset, the amount of distributions made to investors holding the interests, on potential proceeds from a sale of the underlying asset (if ever), and any capital proceeds returned to investors after paying for any outstanding liabilities, including but not limited to any outstanding balances under Operating Expenses Reimbursement Obligation. See “Lack of distributions and return of capital” section for further details of the impact of these costs on returns to investors.

Insurance may not cover all losses.

Insurance of the underlying asset may not cover all losses. There are certain types of losses, generally of a catastrophic nature, such as earthquakes, floods, hurricanes, terrorism or acts of war that may be uninsurable or not economically insurable. Inflation, environmental considerations and other factors, including terrorism or acts of war, also might make insurance proceeds insufficient to replace an asset if it is damaged or destroyed. Under such circumstances, the insurance proceeds received might not be adequate to restore the Company’s economic position with respect to any affected underlying assets. Furthermore, the series of interests related to such affected underlying assets would bear the expense of the payment of any deductible. Any uninsured loss could result in both loss of cash flow from and the value of the affected underlying assets and, consequently, the series of interests that relate to such underlying assets.

Third party liability.

Each series will assume all of the ownership risks attached to its underlying asset, including third party liability risks. Therefore, a series may be liable to a third party for any loss or damages incurred by such third party in connection with the underlying asset. This would be a loss to the series and, in turn, adversely affect the value of the series and would negatively impact the ability to make distributions.

Dependence on the brand of the publisher of underlying assets.

The underlying assets will comprise vintage comic books, collectible cards and fantasy art from a very wide variety of publishers, many of which are still in operation today. The demand for the underlying assets, and therefore, each series of interests, may be influenced by the general perception of the underlying assets that publishers are producing today. In addition, the publishers’ business practices may result in the image and value of the underlying assets produced by certain publishers being damaged. This in turn may have a negative impact on the underlying assets made by such publishers and in particular, the value of the underlying assets and consequently, the value of the series of interests that relate to such underlying assets.

Dependence of an underlying asset on prior user or association.

The value of an underlying asset may be connected with its prior use by, or association with, a certain person or group or in connection with certain pop culture events or films (prior to or following the acquisition of the underlying asset by the Company). In the event that such person or group loses public affection, then this may adversely impact the value of the underlying asset and therefore, the series of interests that relate to such underlying asset.

Title, authenticity, or infringement claims on an underlying asset.

There is no guarantee that an underlying asset will be free of any claims regarding title and authenticity (e.g., counterfeit or previously stolen vintage comic books, collectible cards and fantasy art), or that such claims may arise after acquisition of an underlying asset by a series of interests. The Company may not have complete ownership history for an underlying asset. In the event of an authenticity claim against the Company, the Company may not have recourse against the asset seller or the benefit of insurance and the value of the underlying asset and the series of interests that relate to the underlying asset may be diminished.

Forced sale of the underlying asset.

The Company may be forced to cause its various series to sell one or more of the underlying assets (e.g., upon the bankruptcy of the manager) and such a sale may occur at an inopportune time or at a lower value than when the underlying asset was first acquired or at a lower price than the aggregate of costs, fees and expenses used to purchase the underlying asset. In addition there may be liabilities related to the underlying assets, including, but not limited to Operating Expenses Reimbursement Obligations on the balance sheet of any series at the time of a forced sale, which would be paid off prior to investors receiving any distributions from a sale. In such circumstances, the capital proceeds from any underlying asset, and therefore, the return available to investors of the applicable series of interests which relate to the underlying asset, may be lower than could have been obtained if the series held the underlying asset and sold at a later date.

Lack of distributions and return of capital.

The revenue of each series is expected to be primarily derived from the use of its underlying asset in Fan Club Experiences including “museum” style locations to visit assets and trade show exhibits. Fan Club Experiences have not been proven with respect to the Company, and there can be no assurance that Fan Club Experiences will generate sufficient proceeds to cover fees, costs and expenses with respect to any series of interests. In the event that the revenue generated in any given year does not cover the Operating Expenses of the applicable series, the manager may (a) pay such Operating Expenses and not seek reimbursement, (b) provide a loan to the Company in the form of an Operating Expenses Reimbursement Obligation, on which the manager may impose a reasonable rate of interest, and/or (c) cause additional interests to be issued in the applicable series in order to cover such additional amounts.

Any amount paid to the manager in satisfaction of an Operating Expenses Reimbursement Obligation would not be available to investors as a distribution. In the event additional interests in a series are issued, investors in such series of interests would be diluted or would receive a smaller portion of distributions from future Free Cash Flows, if any. Furthermore, if a series of interests or the Company is dissolved, there is no guarantee that the proceeds from liquidation will be sufficient to repay the investors their initial investment or the market value, if any, of the interests at the time of liquidation. See “Potentially high storage, maintenance and insurance costs for the underlying assets” for further details on the risks of escalating costs and expenses of the underlying assets. Further, Fan Club Experiences are not expected to launch until at least 2021.

Assets may not be held long term.

The Company intends to hold the series for an extended period but may receive unsolicited offers to purchase the series’ underlying asset in its entirety. If the manager deems the sale to be generally beneficial to the majority of shareholders, the underlying asset would be sold, exited from the Platform with proceeds of the sale distributed to its series’ interest holders. Even though the manager deems the sale to be generally beneficial to the majority of shareholders, there might be unique circumstances where not all shareholders align with the manager’s decision.

Risks Related to Ownership of our interests

Lack of voting rights.

The manager has a unilateral ability to amend the Operating Agreement and the allocation policy in certain circumstances without the consent of the investors. The investors only have limited voting rights in respect of the series of interests. investors will therefore be subject to any amendments the manager makes (if any) to the Operating Agreement and allocation policy and also any decision it takes in respect of the Company and the applicable series of interests, which the investors do not get a right to vote upon. investors may not necessarily agree with such amendments or decisions, and such amendments or decisions may not be in the best interests of all of the investors as a whole but only a limited number.

Furthermore, the manager can only be removed as manager of the Company and each series of interests in very limited circumstances, following a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with the Company or a series of interests. investors would therefore not be able to remove the manager merely because they did not agree, for example, with how the manager was operating an underlying asset.

The offering price for the interests determined by us 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 our interests can be traded publicly.

The price of the interests was derived as a result of our negotiations with asset sellers based upon various factors including prevailing market conditions, our future prospects and our capital structure, as well as certain expenses incurred in connection with each offering and the acquisition of the underlying asset. These prices do not necessarily accurately reflect the actual value of the interests or the price that may be realized upon disposition of the interests.

If a market ever develops for the interests, the market price and trading volume of our interests may be volatile.

If a market develops for the interests, the market price of the interests could fluctuate significantly for many reasons, including reasons, including reasons unrelated to our performance, any underlying asset or any series of interests, such as reports by industry analysts, investor perceptions, or announcements by our competitors regarding their own performance, as well as general economic and industry conditions. For example, to the extent that other companies, whether large or small, within our industry experience declines in their share price, the value of interests may decline as well.

In addition, fluctuations in operating results of a particular series of interests or the failure of operating results to meet the expectations of investors may negatively impact the price of our securities. Operating results may fluctuate in the future due to a variety of factors that could negatively affect revenues or expenses in any particular reporting period, including vulnerability of our business to a general economic downturn; changes in the laws that affect our operations; competition; compensation related expenses; application of accounting standards; seasonality; and our ability to obtain and maintain all necessary government certifications or licenses to conduct our business.

Funds from purchasers accompanying subscriptions for the interests will not accrue interest while in escrow.

The funds paid by a subscriber for interests will be held in a non-interest bearing escrow account until the admission of the subscriber as an investor in the applicable series of interests, if such subscription is accepted. Purchasers will not have the use of such funds or receive interest thereon pending the completion of each offering. No subscriptions will be accepted, and no interests will be sold unless valid subscriptions for such offering are received and accepted prior to the termination of the applicable offering Period. If we terminate an offering prior to accepting a subscriber’s subscription, escrowed funds will be returned promptly, without interest or deduction, to the proposed investor.

POTENTIAL CONFLICTS OF INTEREST

We have identified the following conflicts of interest that may arise in connection with the interests, in particular, in relation to the Company, the manager and the underlying assets. The conflicts of interest described in this section should not be considered as an exhaustive list of the conflicts of interest that prospective investors should consider before investing in the interests.

Our Operating Agreement contains provisions that reduce or eliminate duties (including fiduciary duties) of the manager.

Our Operating Agreement provides that the manager, in exercising its rights in its capacity as the manager, will be entitled to consider only such interests and factors as it desires, including its own interests, and will have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting us or any of our investors and will not be subject to any different standards imposed by our operating agreement, the Delaware Limited Liability Company Act or under any other law, rule or regulation or in equity. These modifications of fiduciary duties are expressly permitted by Delaware law.

We do not have a conflicts of interest policy.

The Company, the manager and their affiliates will try to balance the Company’s interests with their own. However, to the extent that such parties take actions that are more favorable to other entities than the Company, these actions could have a negative impact on the Company’s financial performance and, consequently, on distributions to investors and the value of the interests. The Company has not adopted, and does not intend to adopt in the future, either a conflicts of interest policy or a conflicts resolution policy.

Payments from the Company to the manager, the series manager and their respective employees or affiliates.

The manager and the series manager will engage with, on behalf of the Company, a number of brokers, dealers, asset sellers, insurance companies, storage and maintenance providers and other service providers and thus may receive in-kind discounts, for example, free shipping or storage. In such circumstances, it is likely that these in-kind discounts may be retained for the benefit of the manager or the series manager and not the Company, or may apply disproportionately to other series of interests. The manager or the series manager may be incentivized to choose a broker, dealer or asset seller based on the benefits they are to receive or all series of interests collectively are to receive rather than that which is best for the series of interests.

Members of the expert network and the advisory board are often dealers and brokers within the Asset Class themselves and therefore will be incentivized to sell the Company their own underlying assets at potentially inflated market prices. In certain cases, a member of the advisory board could be the asset seller and could receive an identification fee for originally locating the asset. In the case of the series Alpha Black Lotus, for example, a member of the advisory board is the seller of the underlying asset. The manager believes the purchase price of the underlying assets of each series to be at or below fair market value.

An asset seller may retain partial ownership of an underlying asset and in such circumstances the asset seller may benefit from the manager’s advice, along with the potential for returns without incurring fees to manage the asset.

Members of the expert network and the advisory board may also be investors, in particular, if they are holding interests acquired as part of a sale of an underlying asset (i.e., as they were the asset seller). They may therefore promote their own self- interests when providing advice to the manager or the series manager regarding an underlying asset (e.g., by encouraging the liquidation of such underlying asset so they can receive a return in their capacity as an investor).

In the event that the Operating Expenses exceed the revenue from the underlying asset and any cash reserves, the manager has the option to cause the series to incur an Operating Expenses Reimbursement Obligation to cover such excess. As interest may be payable on such loan, the manager may be incentivized to cause the series to which the underlying asset relates, to incur an Operating Expenses Reimbursement Obligation to pay Operating Expenses rather than look elsewhere for additional sources of income or to repay any outstanding Operating Expenses Reimbursement Obligation as soon as possible rather than make distributions to investors. The manager may also choose to issue additional interests to pay for Operating Expenses instead of causing the Company to incur an Operating Expenses Reimbursement Obligation, even if any interest payable by a particular series of interests on any Operating Expenses Reimbursement Obligation may be economically more beneficial to interest holders of that series than the dilution incurred from the issuance of additional interests.

The manager determines the timing and amount of distributions made to investors from Free Cash Flow of a particular series of interests. As a consequence, the manager also determines the timing and amount of payments made to the series manager, since payments to the series manager are only made if distributions of Free Cash Flow are made to the investors. Since the manager has been appointed as the series manager, the manager may thus be incentivized to make distributions of Free Cash Flow more frequently and in greater quantities rather than leaving excess Free Cash Flow on the balance sheet of a particular series to cover future Operating Expenses, which may be more beneficial to a particular series.

Potential future brokerage activity.

The Company intends to utilize a broker-dealer other than the manager or an affiliate of the manager, However, either the manager or one of its affiliates may in the future register with the Commission as a broker-dealer in order to be able to facilitate liquidity in the interests via the Mythic Markets Platform. The manager, or its affiliates, may be entitled to receive fees based on volume of trading and volatility of the interests on the Mythic Markets Platform, and such fees may be in excess of what the series manager receives via the Management Fee or the appreciation in the interests it holds in each series of interests. Although an increased volume of trading and volatility will benefit investors as it will assist in creating a market for those wishing to transfer their interests, there is the potential that there is a divergence of interests between the manager and those investors; for instance, if the underlying asset does not appreciate in value, this will impact the price of the interests but may not adversely affect the profitability related to the brokerage activities of the manager (i.e., the manager would collect brokerage fees whether the price of the underlying asset increases or decreases).

Ownership of multiple series of interests.

The manager or its affiliates will acquire interests in each series of interests for their own accounts. While the manager or its affiliates do not currently intend to transfer these interests prior to the liquidation of an underlying asset, in the future, they may, from time to time, transfer these interests, either directly or through brokers, via the Mythic Markets Platform or otherwise, subject to the restrictions of applicable securities laws and filing any necessary amendment to this offering circular. Depending on the timing of the transfers, this could impact the interests held by the investors (e.g., driving price down because of supply and demand and over availability of interests). This ownership in each of the series of interests may result in a conflict of interest between the manager or its affiliates and the investors who only hold one or certain series of interests (e.g., the manager or its affiliates, once registered as a broker-dealer with the Commission, may disproportionately market or promote a certain series of interests, in particular, where they are a significant owner, so that there will be more demand and an increase in the price of such series of interests).

Allocations of income and expenses as between series of interests.

The manager may appoint a service provider to service the entire collection of the underlying assets (e.g., for insurance, storage, maintenance or media material creation). Although appointing one service provider may reduce cost due to economies of scale, such service provider may not necessarily be the most appropriate for the underlying asset (e.g., it may have more experience in maintaining certain types of collectibles whereas, the Company will own many different types of collectibles). In such circumstances, the manager would be conflicted from acting in the best interests of the underlying assets as a whole or those of one particular underlying asset.

There may be situations when it is challenging or impossible to accurately allocate income, costs and expenses to a specific series of interests, and certain series of interests may get a disproportionate percentage of the cost or income, as applicable. In such circumstances, the manager would be conflicted from acting in the best interests of the Company as a whole or the individual series of interests. While we presently intend to allocate expenses as described in “Description of the Business – Allocations of Expenses”, the manager has the right to change this allocation policy at any time without further notice to investors.

Conflicting interests of the manager, the series manager and the investors.

The manager or its affiliates are obligated to purchase a minimum of 2% of interests of all offerings, at the same terms as all other investors. However, the manager may, in its sole discretion, acquire additional interests, at the same terms as all other investors. If there is a lack of demand for interests in a particular series during such series’ initial offering, the manager in its sole discretion may acquire additional interests (at the same terms as all other investors) in order for an offering for such series of interests to have a closing. The manager will engage in such activity in the future if it reasonably believes at such time this to be in the best interests of investors or potential investors. Such activity may result in a reduced level of liquidity in the secondary trading market for any series in which it makes such a decision. See “Security Ownership of Certain Beneficial Owners and Management” for a listing of the manager’s ownership interest in each series that has had a closing.

The manager will determine whether or not to liquidate a particular underlying asset, should an offer to acquire the whole underlying asset be received. As the manager or an affiliates, once registered as a broker-dealer with the Commission, will receive fees on the trading volume in the interests connected with an underlying asset, they may be incentivized not to realize such underlying asset even though investors may prefer to receive the gains from any appreciation in value of such underlying asset. Furthermore, when determining to liquidate an underlying asset, the manager will do so considering all of the circumstances at the time, which may include obtaining a price for an underlying asset that is in the best interests of a substantial majority but not all of the investors.

The manager may be incentivized to use more popular underlying assets at Fan Club Experiences as this may generate higher Free Cash Flow to be distributed to the series manager, an affiliate of the manager, and investors in the series associated with that particular underlying asset. This may lead certain underlying assets to generate lower distributions than the underlying assets of other series of interests. The use of underlying assets at the Fan Club Experiences could increase the risk of the underlying assets getting damaged and could impact the value of the underlying asset and, as a result, the value of the related series of interests. The manager may therefore be conflicted when determining whether to use the underlying asset at the Fan Club Experiences to generate revenue or limit the potential of damage being caused to them. Furthermore, the manager may be incentivized to utilize underlying assets that help popularize the interests via the Mythic Markets Platform or general participation or membership in the Platform, which means of utilization may not generate as much immediate returns as other potential utilization methods.

The manager has the ability to unilaterally amend the Operating Agreement and allocation policy.

As the manager is party, or subject, to these documents, it may be incentivized to amend them in a manner that is beneficial to it as manager of the Company or any series or may amend it in a way that is not beneficial for all investors. In addition, the Operating Agreement seeks to limit the fiduciary duties that the manager owes to its investors. Therefore, the manager is permitted to act in its own best interests rather than the best interests of the investors. See “Description of the interests Offered” for more information.

The Purchase and Sale Agreement is not an arms’ length transaction.

The Company, on behalf of a series, may enter into a Purchase and Sale Agreement for such series’ underlying asset that is not an arms’ length transaction, for example the Purchase and Sale Agreement for the series Alpha Black Lotus. In such transactions, the manager purchases the underlying asset for the series and may sell it to the series for a value greater than its original cost of such underlying asset to adjust for changes in the fair market value of the underlying asset. Please see the recent sales, footnoted throughout this offering circular.

Manager ‘s Fees and Compensation

None of the compensation set forth under “Compensation of the manager “ was determined by arms’ length negotiations. investors must rely upon the duties of the manager of good faith and fair dealing to protect their interests, as qualified by the Operating Agreement. While the manager believes that the consideration is fair for the work being performed, there can be no assurance made that the compensation payable to the manager will reflect the true market value of its services.

Fees for arranging events or monetization in addition to the Management Fee.

As the manager will acquire a percentage of each series of interests, it may be incentivized to attempt to generate more earnings with those underlying assets owned by those series of interests in which it holds a higher stake.

Any profits generated from the Mythic Markets Platform (e.g., through advertising) and from issuing additional interests in underlying assets on the Mythic Markets Platform will be for the benefit of the manager (e.g., more Sourcing Fees). In order to increase its revenue stream, the manager may therefore be incentivized to issue additional series of interests and acquire more underlying assets rather than focus on monetizing any underlying assets already held by existing series of interests.

Conflicts between the advisory board and the Company.

The Operating Agreement of the Company provides that the resolution of any conflict of interest approved by the advisory board shall be deemed fair and reasonable to the Company and the Members and not a breach of any duty at law, in equity or otherwise. 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 assets that benefit the manager rather than the Company.

As a number of the advisory board members are in the vintage comic book, collectible card and fantasy art industry, they may seek to sell underlying assets to, or acquire underlying assets from, the Company.

The Company, the asset manager, the manager, and their respective affiliates do not have separate counsel.

The counsel of the Company (“Legal Counsel”) is also counsel to the manager, the Asset manager and their respective affiliates, including other series LLC entities of Mythic Markets and other series of interests (collectively, the “Mythic Markets Parties”). Because legal counsel represents both the Company and the Mythic Markets Parties, certain conflicts of interest exist and may arise. To the extent that an irreconcilable conflict develops between the Company and any of the Mythic Markets Parties, legal counsel may represent the Mythic Markets Parties and not the Company or the series. Legal Counsel may, in the future, render services to the Company or the Mythic Markets Parties with respect to activities relating to the Company as well as other unrelated activities. Legal counsel is not representing any prospective investors of any series of interests in connection with any offering and will not be representing the members of the Company other than the manager, Prospective investors are advised to consult their own independent counsel with respect to the other legal and tax implications of an investment in any series.

Our affiliates’ interests in other Mythic Markets Parties.

The officers and directors of Mythic Markets, which serves as the manager and asset manager of the Company, are also officers and directors and/or key professionals of other Mythic Markets Parties. These persons have legal obligations with respect to those entities that are similar to their obligations to us. As a result of their interests in other Mythic Markets Parties, their obligations to other investors and the fact that they engage in and will continue to engage in other business activities on behalf of themselves and others, they will face conflicts of interest in allocating their time among us and other Mythic Markets Parties and other business activities in which they are involved.

NOTICE REGARDING AGREEMENT TO ARBITRATE

THIS OFFERING MEMORANDUM REQUIRES THAT ALL INVESTORS ARBITRATE ANY DISPUTE, OTHER THAN THOSE CLAIMS UNDER FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER, ARISING OUT OF THEIR INVESTMENT IN THE COMPANY. ALL INVESTORS FURTHER AGREE THAT THE ARBITRATION WILL BE BINDING AND HELD IN THE STATE OF DELAWARE. EACH INVESTOR ALSO AGREES TO WAIVE ANY RIGHTS TO A JURY TRIAL. OUT OF STATE ARBITRATION MAY FORCE AN INVESTOR TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. OUT OF STATE ARBITRATION MAY ALSO COST AN INVESTOR MORE TO ARBITRATE A SETTLEMENT OF A DISPUTE.

The waiver of jury trial provision does not apply to claims under the federal securities laws. Please see Article 14 of our Operating Agreement.

ADDITIONAL RISK FACTOR REGARDING ARBITRATION:

The Operating Agreement contains a mandatory dispute resolution process which may limit the rights of investors to some legal remedies and forums otherwise available. This Agreement contains a provision which requires that all claims arising from Member’s investment in the Company be resolved through arbitration.

For Members’ information:

(a) Arbitration is final and binding on the parties;

(b) The parties are waiving their right to seek remedies in court, including the right to jury trial;

(c) Prearbitration discovery is generally more limited than and potentially different in form and scope from court proceedings.

(d) The Arbitration Award is not required to include factual findings or legal reasoning and any party’s right to appeal or to seek modification of a ruling by the arbitrators is strictly limited;

(e) The panel of arbitrators may include a minority of persons engaged in the securities industry. Such arbitration provision limits the rights of an investor to some legal remedies and rights otherwise available.

The dispute resolution process provisions do not apply to claims under the federal securities laws. By agreeing to the dispute resolution process, including mandatory arbitration, investors will not be deemed to have waived the company’s compliance with the federal securities laws and the rules and regulations thereunder.

DILUTION

Dilution means a reduction in value, control or earnings of the interests the investor owns. There will be no dilution to any investors associated with any offering. However, from time to time, additional interests in the series offered under this offering circular may be issued in order to raise capital to cover the series’ ongoing Operating Expenses. See “Description of the Business – Operating Expenses” for further details.

The manager must acquire a minimum of 2% of the interests in connection with any offering, however, the manager, in its sole discretion, may acquire greater than 2% of the interests in any offering. The manager will pay the price per interest offered to all other potential investors hereunder.

USE OF PROCEEDS/DESCRIPTION OF UNDERLYING ASSETS – ALL SERIES

The expected use of proceeds of each series offered pursuant to this offering circular and the description of each series underlying asset is set forth.

SERIES ART-GGMTG

USE OF PROCEEDS

We estimate that the gross proceeds of the Series ART-GGMTG offering (including from series interests acquired by the manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the series offering is sold, and will be used as follows:

(1) The manager incurred approximately $500 in Acquisition Expenses in connection with the procurement of the series Alpha Giant Growth Art through June 29, 2020. The manager will not seek reimbursement for these expenses from Series ART-GGMTG.

(2) Amounts reflect estimates that may be incurred by or on behalf of Series ART-GGMTG by the manager or Series ART-GGMTG directly.

(3) The manager is entitled to a Sourcing Fee of up to five percent (5%) of the purchase price of an applicable underlying asset. The manager may elect to receive a reduced Sourcing Fee in connection with an offering. See “Plan of Distribution and Subscription Procedure – Fees and Expenses” for additional information.

The Company has committed to acquire the series Alpha Giant Growth Art from the asset seller for a total cost of $130,000 (the “Asset Cost”) pursuant to the terms of a purchase and sale agreement, of which $26,000 has been delivered as a deposit by the manager on behalf of the Company (the “GGMTG Upfront Payment”). The original basis of the series Alpha Giant Growth Art is $130,000 plus the manager incurred additional holding costs (Acquisition Costs), for which the manager is not seeking reimbursement. The Company is committed to raising $143,000, which is the amount necessary to substantially perform on the purchase and sale agreement and have enough in reserves for the ongoing expected costs related to the series Alpha Giant Growth Art’ storage, insurance, and other costs. The asset seller expects to obtain 20% of the series interests pursuant to the terms of the purchase and sale agreement. The manager will acquire at least 2% of the series as described herein. “asset seller(s)” means an individual(s), dealer or auction company, which owns an underlying asset prior to i) a purchase of an underlying asset by the Company in advance of a potential offering or ii) the closing of an offering from which proceeds are used to acquire the underlying asset. In the case of the series Alpha Giant Growth Art, the asset seller is not an affiliate of the Company, the manager or any of their respective officers or directors.

The manager has incurred certain expenses to date which are covered as part of the purchase and sale agreement, however, is not seeking reimbursement of those costs. The Company expects to incur additional expenses related to the series Alpha Giant Growth Art and has accounted for such costs based on a minimum raise of $143,000. It is expected that the manager, or the Company, on behalf of the series, will not obtain most of the services (such as insurance) listed above until the offering amount is raised and the series can substantially perform on the purchase and sale agreement. It may be that any costs above will be deferred until such time that the Company has enough series with assets to justify the costs of such expenses and where the Company can take advantage of economies of scale. The Company has also budgeted for miscellaneous costs not foreseen.

Upon the closing of the offering, proceeds from the sale of the interests will be distributed to the account of the series. The series will then perform on the purchase and sale agreement. As the series makes payments to the asset seller, the asset seller will be divested of its interest in the series Alpha Giant Growth Art and the series will own the series Alpha Giant Growth Art. Upon full payment under the terms of the PSA, the series Alpha Giant Growth Art will be owned by the series and not subject to any liens or encumbrances.

In addition to the costs of acquiring the underlying asset, proceeds from the offering will be used to pay (i) approximately $7,000 of Offering Expenses (including but not limited to the items described in the table above), in part which will be paid to the manager and its affiliates, except as to the extent that Offering Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, (ii) $5,000 to the manager as consideration for assisting in the sourcing of the series Alpha Giant Growth Art; and (iii) $26,000 to the manager to repay the Manger for the GGMTG Upfront Payment. See “Plan of Distribution and Subscription Procedure – Fees and Expenses” for additional information.

The allocation of the net proceeds of this offering set forth above represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues and expenditures. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations, business developments, and related rate of growth. The manager reserves the right to modify the use of proceeds based on the factors set forth above. Neither the Company nor the series are expected to keep any of the proceeds from the offering. In the event that less than the Maximum Series ART-GGMTG interests are sold in connection with this offering, the manager may pay, and not seek reimbursement for, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.

DESCRIPTION OF THE SERIES ART-GGMTG

Investment Overview

Asset Description

Ownership, Maintenance History and Acquisition Method

Notable Features

Notable Defects

Details

Depreciation

The Company treats assets as collectible and therefore will not depreciate or amortize the series Alpha Giant Growth Art going forward.

SERIES ART-BHERO

USE OF PROCEEDS

We estimate that the gross proceeds of the series MTG Alpha Benalish Hero Art offering (including from series interests acquired by the manager) (the “Series ART-BHERO”) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the series offering is sold, and will be used as follows:

(1) The manager incurred approximately $100 in Acquisition Expenses in connection with the procurement of the Series ART Alpha Benalish Hero Art through June 29, 2020. The manager will not seek reimbursement for these expenses from Series ART-BHERO.

(2) Amounts reflect estimates that may be incurred by or on behalf of Series ART-BHERO by the manager or Series ART-BHERO directly.

(3) The manager is entitled to a Sourcing Fee of up to five percent (5%) of the purchase price of an applicable underlying asset. The manager may elect to receive a reduced Sourcing Fee in connection with an Offering. See “Plan of Distribution and Subscription Procedure – Fees and Expenses” for additional information.

Our manager acquired the Series ART-BHERO from the asset seller for a total cost of $39,000, which was paid in cash by the manager, The original basis of the Series ART-BHERO is $39,000 plus the manager incurred additional holding costs (Acquisition Costs), for which the manager is not seeking reimbursement. The Company has entered into a purchase and sale agreement (“PSA”) with the manager for the purchase of the Series ART-BHERO for $39,000 (the “Asset Cost”). The manager may at any time during the term of the offering, elect to acquire series interests by way of cancelation of such amount owed to it by the Company under this Agreement equivalent to the value of the series interests acquired. The manager, separate from its original ownership and purchase of the ART-BHERO, plans to maintain at least 2% of the series as described herein. “asset seller(s)” means an individual(s), dealer or auction company, which owns an underlying asset prior to i) a purchase of an underlying asset by the Company in advance of a potential offering or ii) the closing of an offering from which proceeds are used to acquire the underlying asset. In the case of the Series ART-BHERO, the asset seller is not an affiliate of the Company, the manager or any of their respective officers or directors.

The manager will continue to own the asset until such time that a.) the full $42,000 is raised from purchasers in the offering or through a contribution of the manager’s interest in the asset in exchange for series interests of equivalent value, at which time title will completely be relinquished to the series or b.) the offering is closed at which time the title still will be relinquished to the series, but the manager will receive any unsold series interests.

The manager has incurred certain expenses to date which are covered as part of the purchase and sale agreement, however, is not seeking reimbursement of those costs. The Company expects to incur additional expenses related to the Series ART-BHERO and has accounted for such costs based on a minimum raise of $42,000. It is expected that the manager, or the Company, on behalf of the series, will not obtain most of the services (such as insurance) listed above until the offering amount is raised and the series can substantially perform on the purchase and sale agreement. It may be that any costs above will be deferred until such time that the Company has enough series with assets to justify the costs of such expenses and where the Company can take advantage of economies of scale. The Company has also budgeted for miscellaneous costs not foreseen.

Upon the closing of the offering, proceeds from the sale of the interests will be distributed to the account of the series. The series will then perform on the purchase and sale agreement (“PSA”). As the series makes payments to the manager, the manager will be divested of its interest in the Series ART-BHERO and the series will own the Series ART-BHERO. Upon full payment under the terms of the PSA, the Series ART-BHERO will be owned by the series and not subject to any liens or encumbrances.

In addition to the costs of acquiring the underlying asset, proceeds from the offering will be used to pay (i) approximately $1,000 of Offering Expenses (including but not limited to the items described in the table above), in part which will be paid to the manager and its affiliates, except as to the extent that Offering Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (ii) $1,000 to the manager as consideration for assisting in the sourcing of the Series ART-BHERO. See “Plan of Distribution and Subscription Procedure – Fees and Expenses” for additional information.

The allocation of the net proceeds of this offering set forth above represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues and expenditures. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations, business developments, and related rate of growth. The manager reserves the right to modify the use of proceeds based on the factors set forth above. Neither the Company nor the series are expected to keep any of the proceeds from the offering. In the event that less than the Maximum Series ART-BHERO interests are sold in connection with this offering, the manager may pay, and not seek reimbursement for, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.

DESCRIPTION OF THE SERIES MTG ALPHA BENALISH HERO ART

Investment Overview

Asset Description

Overview, Authentication and Acquisition Method

Details

Depreciation

The Company treats assets as collectible and therefore will not depreciate or amortize the Series ART-BHERO going forward.

SERIES COM-FF160

USE OF PROCEEDS

We estimate that the gross proceeds of the Series Fantastic Four #1 offering (including from series interests acquired by the manager) (the “Series COM-FF160”) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the series offering is sold, and will be used as follows:

(1) The manager incurred approximately $200 in Acquisition Expenses in connection with the procurement of the Series Fantastic Four #1 offering through June 29, 2020. The manager will not seek reimbursement for these expenses from Series COM-FF160.

(2) Amounts reflect estimates that may be incurred by or on behalf of Series COM-FF160 by the manager or Series COM-FF160 directly.

(3) The manager is entitled to a Sourcing Fee of up to five percent (5%) of the purchase price of an applicable underlying asset. The manager may elect to receive a reduced Sourcing Fee in connection with an offering. See “Plan of Distribution and Subscription Procedure – Fees and Expenses” for additional information.

Our manager acquired the Series COM-FF160 from the asset seller for a total cost of $29,000, which was paid in cash by the manager, The original basis of the Series COM-FF160 is $29,000 plus the manager incurred additional holding costs (Acquisition Costs), for which the manager is not seeking reimbursement. The Company has entered into a purchase and sale agreement (“PSA”) with the manager for the purchase of the Series COM-FF160 for $29,000 (the “Asset Cost”). The manager may at any time during the term of the offering, elect to acquire series interests by way of cancelation of such amount owed to it by the Company under this Agreement equivalent to the value of the series interests acquired. The manager, separate from its original ownership and purchase of the COM-FF160, plans to maintain at least 2% of the series as described herein. “asset seller(s)” means an individual(s), dealer or auction company, which owns an underlying asset prior to i) a purchase of an underlying asset by the Company in advance of a potential offering or ii) the closing of an offering from which proceeds are used to acquire the underlying asset. In the case of the Series COM-FF160, the asset seller is not an affiliate of the Company, the manager or any of their respective officers or directors.

The manager will continue to own the asset until such time that a.) the full $32,000 is raised from purchasers in the offering or through a contribution of the manager’s interest in the asset in exchange for series interests of equivalent value, at which time title will completely be relinquished to the series or b.) the offering is closed at which time the title still will be relinquished to the series, but the manager will receive any unsold series interests.

The manager has incurred certain expenses to date which are covered as part of the purchase and sale agreement, however, is not seeking reimbursement of those costs. The Company expects to incur additional expenses related to the Series COM-FF160 and has accounted for such costs based on a minimum raise of $32,000. It is expected that the manager, or the Company, on behalf of the series, will not obtain most of the services (such as insurance) listed above until the offering amount is raised and the series can substantially perform on the purchase and sale agreement. It may be that any costs above will be deferred until such time that the Company has enough series with assets to justify the costs of such expenses and where the Company can take advantage of economies of scale. The Company has also budgeted for miscellaneous costs not foreseen.

Upon the closing of the offering, proceeds from the sale of the interests will be distributed to the account of the series. The series will then perform on the purchase and sale agreement (“PSA”). As the series makes payments to the manager, the manager will be divested of its interest in the Series COM-FF160 and the series will own the Series COM-FF160. Upon full payment under the terms of the PSA, the Series COM-FF160 will be owned by the series and not subject to any liens or encumbrances.

In addition to the costs of acquiring the underlying asset, proceeds from the offering will be used to pay (i) approximately $1,000 of Offering Expenses (including but not limited to the items described in the table above), in part which will be paid to the manager and its affiliates, except as to the extent that Offering Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (ii) $1,000 to the manager as consideration for assisting in the sourcing of the Series COM-FF160. See “Plan of Distribution and Subscription Procedure – Fees and Expenses” for additional information.

The allocation of the net proceeds of this offering set forth above represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues and expenditures. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations, business developments, and related rate of growth. The manager reserves the right to modify the use of proceeds based on the factors set forth above. Neither the Company nor the series are expected to keep any of the proceeds from the offering. In the event that less than the Maximum Series COM-FF160 interests are sold in connection with this offering, the manager may pay, and not seek reimbursement for, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.

DESCRIPTION OF THE SERIES 1961 FANTASTIC FOUR #1

Investment Overview

Asset Description

Overview, Authentication and Acquisition Method

Notable Features

Details

Depreciation

The Company treats assets as collectible and therefore will not depreciate or amortize the Series COM-FF160 going forward.

SERIES COM-WONDR

USE OF PROCEEDS

We estimate that the gross proceeds of the series offering (including from series interests acquired by the manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the series offering is sold, and will be used as follows:

(1) Consists of an agreement listed in the Series Detail Table with the asset seller to be paid in full at the expiration date of the agreement listed in the series Detail Table. 

(2) To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.

(3) Solely in connection with the offering of the series interests, the manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the series offering.

On the date listed in the series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the series with the asset seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the purchase agreement is attached as Exhibit 6.40 hereto.

Upon the closing of the offering, proceeds from the sale of the series interests will be distributed to the account of the series. The series will complete the agreement and pay the asset seller the amounts listed in the series Detail Table.

In addition to the costs of acquiring the underlying asset, proceeds from the series offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this series offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the manager as consideration for assisting in the sourcing of the series. Of the proceeds of the series offering, the Cash on series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the series for future Operating Expenses.

The allocation of the net proceeds of this series offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues and expenditures. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations, business developments, and related rate of growth. The manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the series offering. The series is expected to keep Cash on the series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the series offering for future Operating Expenses. In the event that less than the Maximum series interests are sold in connection with the series offering, the manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.

DESCRIPTION OF THE SERIES COM-WONDR

Investment Overview

Asset Description

Overview, Authentication and Acquisition Method

Notable Features

Notable Defects

Details

Depreciation

The Company treats Assets as collectible and therefore will not depreciate or amortize the series 1941 All-Star Comics #8 going forward.

SERIES COM-THOR1

USE OF PROCEEDS

We estimate that the gross proceeds of the series offering (including from series interests acquired by the manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the series offering is sold, and will be used as follows:

(1) Consists of an agreement listed in the Series Detail Table with the asset seller to be paid in full at the expiration date of the agreement listed in the series Detail Table.

(2) To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.

(3) Solely in connection with the offering of the series interests, the manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the series offering.

On the date listed in the series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the series with the asset seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the purchase agreement is attached as Exhibit 6.40 hereto.

Upon the closing of the offering, proceeds from the sale of the series interests will be distributed to the account of the series. The series will complete the agreement and pay the asset seller the amounts listed in the series Detail Table.

In addition to the costs of acquiring the underlying asset, proceeds from the series offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this series offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the manager as consideration for assisting in the sourcing of the series. Of the proceeds of the series offering, the Cash on series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the series for future Operating Expenses.

The allocation of the net proceeds of this series offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues and expenditures. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations, business developments, and related rate of growth. The manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the series offering. The series is expected to keep Cash on the series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the series offering for future Operating Expenses. In the event that less than the Maximum series interests are sold in connection with the series offering, the manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.

DESCRIPTION OF THE SERIES 1962 JOURNEY INTO MYSTERY #83

Investment Overview

Asset Description

Overview, Authentication and Purchase Method

Notable Features

Notable Defects

Details

Depreciation

The Company treats Assets as collectible and therefore will not depreciate or amortize the series 1962 Journey Into Mystery #83 going forward.

SERIES GAM-METRD

USE OF PROCEEDS

We estimate that the gross proceeds of the series offering (including from series interests acquired by the manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the series offering is sold, and will be used as follows:

(1) Consists of an agreement listed in the Series Detail Table with the asset seller to be paid in full at the expiration date of the agreement listed in the series Detail Table.

(2) To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.

(3) Solely in connection with the offering of the series interests, the manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the series offering.

On the date listed in the series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the series with the asset seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the purchase agreement is attached as Exhibit 6.40 hereto.

Upon the closing of the offering, proceeds from the sale of the series interests will be distributed to the account of the series. The series will complete the agreement and pay the asset seller the amounts listed in the series Detail Table.

In addition to the costs of acquiring the underlying asset, proceeds from the series offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this series offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the manager as consideration for assisting in the sourcing of the series. Of the proceeds of the series offering, the Cash on series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the series for future Operating Expenses.

The allocation of the net proceeds of this series offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues and expenditures. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations, business developments, and related rate of growth. The manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the series offering. The series is expected to keep Cash on the series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the series offering for future Operating Expenses. In the event that less than the Maximum series interests are sold in connection with the series offering, the manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.

DESCRIPTION OF THE SERIES GAM-METRD

Investment Overview

Asset Description

Overview, Authentication and Purchase Method

Notable Features

Notable Defects

Details

Depreciation

The Company treats Assets as collectible and therefore will not depreciate or amortize the Series 1987 Metroid going forward.

SERIES GAM-SMB3A

USE OF PROCEEDS

We estimate that the gross proceeds of the series offering (including from series interests acquired by the manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the series offering is sold, and will be used as follows:

(1) Consists of an agreement listed in the Series Detail Table with the asset seller to be paid in full at the expiration date of the agreement listed in the series Detail Table.

(2) To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.

(3) Solely in connection with the offering of the series interests, the manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the series offering.

On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the series with the asset seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the purchase agreement is attached as Exhibit 6.40 hereto.

Upon the closing of the offering, proceeds from the sale of the series interests will be distributed to the account of the series. The series will complete the agreement and pay the asset seller the amounts listed in the series Detail Table.

In addition to the costs of acquiring the underlying asset, proceeds from the series offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this series offering, (ii) the offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the manager as consideration for assisting in the sourcing of the series. Of the proceeds of the series offering, the Cash on series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the series for future Operating Expenses.

The allocation of the net proceeds of this series offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues and expenditures. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations, business developments, and related rate of growth. The manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the series offering. The series is expected to keep Cash on the series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the series offering for future Operating Expenses. In the event that less than the Maximum series interests are sold in connection with the series offering, the manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.

DESCRIPTION OF THE SERIES GAM-SMB3A

Investment Overview

Asset Description

Overview, Authentication and Purchase Method

Notable Features

Notable Defects

Details

Depreciation

The Company treats Assets as collectible and therefore will not depreciate or amortize the series 1987 Metroid going forward.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

We provide investment opportunities in investment grade vintage comic books, collectible cards and fantasy art to investors through the Platform, financed through various methods including, loans from the manager or other third-parties, if we purchase an underlying asset prior to the closing of an offering, and through purchase option agreements negotiated with third-parties or affiliates, if we finance the purchase of an underlying asset with the proceeds of an offering. Additional information can be found above and in the series offering table.

We are devoting substantially all our efforts to establishing our business and planned principal operations only commenced in late 2018. As such, and because of the start-up nature of the Company’s and the manager’s business, the reported financial information herein will likely not be indicative of future operating results or operating conditions. Because of our corporate structure, we are in large part reliant on the manager and its employees to grow and support our business. There are a number of key factors that will have large potential impacts on our operating results going forward including the manager s ability to:

We have not yet generated any revenues and do not anticipate doing so until 2021.

As of the date of this offering circular, the series listed below have closed their offerings and have commenced operations:

These series are capitalized and have assets and liabilities.

As of the date of this offering circular, the offerings of series listed below are ongoing and have not yet closed. These series have not yet commenced operations:

Additionally, we have signed purchase agreements to acquire assets for the following series which intend to engage in offerings of their series interests under this offering circular:

All assets and liabilities related to a series will be the responsibility of that series from the time of the closing of that series’ offering.

For the Six-Month Period Ended June 30, 2020

Operating Results

Revenues are generated at the series level. As of June 30, 2020, the series have not generated any revenue. Series MTG-ABL90, Series MTG-94BOX, and Series COM-AF157 are not expected to generate any revenue until 2021.

We incurred $6,683 of offering expenses and $1,252 of operating expenses during the period from January 1, 2020 and ended June 30, 2020, including certain acquisition and related expenses relating to Series MTG-ABL90.

The $1,252.00 in operating expenses incurred by us and the series in the six-month period ending June 30, 2020 related to storage, transportation, insurance, maintenance and professional services fees associated with the Series MTG-ABL90 asset we acquired. The operating expenses incurred pre-closing related to any collectible assets are being paid by the manager and will not be reimbursed by the series. Each Series of the Company will be responsible for its own operating expenses, such as storage, insurance or maintenance beginning on the closing date of the offering for such series.

Liquidity and Capital Resources

As of June 30, 2020, the Company had $9,435 in cash or cash equivalents and $8,435 in financial obligations.

For the 12 Month Period Ended December 31, 2019

Operating Results

Revenues are generated at the series level. From inception through December 31, 2019, the series had not generated any revenue.

From inception, the Company and the series have financed their business activities through capital contributions from the manager to the Company and to individual series. The Company and each series expect to continue to have access to ample capital financing from the manager going forward. Until such time as the series have the capacity to generate cash flows from operations, the manager may cover any deficits by accruing expenses on behalf of the Company pursuant to the management agreement, through additional capital contributions or through the issuance of additional interests in any individual series. In addition, parts of the proceeds of future offerings may be used to create reserves for future Operating Expenses for individual series at the sole discretion of the manager,

During the 12 month period ended December 31, 2019, the manager, on behalf of the Company, including on behalf of Series MTG-ABL90, incurred $44,699.32 in operating expenses related to storage, transportation, insurance, maintenance and professional services fees associated with the Series MTG-ABL90 asset we acquired. These expenses are being accrued by the Company pursuant to the management agreement. Each series of the Company will be responsible for its own operating expenses, such as storage, insurance or maintenance beginning on the closing date of the offering for such series.

Liquidity and Capital Resources

As of December 31, 2019, the Company had $9,435 in cash or cash equivalents and the Company had no financial obligations.

Plan of Operations

As of the date of of this offering circular, Series MTG-ABL90, Series MTG-94BOX and Series COM-AF157 have completed their series offerings, commenced operations, and are capitalized. We intend for additional series to start operations upon the closing of such series’ offerings. All assets and liabilities related to a series that have been capitalized or incurred to date and will be capitalized or incurred until the closing are the responsibility of the Company or the manager and responsibility for any assets or liabilities related to the applicable series will not transfer to such series until such time as a closing for such series has occurred.

The Company plans to launch approximately 10 to 15 additional offerings during the next 12 months. As of the current date, we do not know exactly how many series we will be offering; however, in any case, the aggregate dollar amount of all of the series interests that we will sell within the 12-month period will not exceed the maximum amount allowed under Regulation A. The proceeds from any offerings closed during the next 12 months will be used to acquire additional vintage comic books, collectible cards and fantasy art pieces, which we anticipate will enable the Company to reduce Operating Expenses for each series as we negotiate better contracts for storage, insurance and other Operating Expenses with a larger collection of assets. However, it should be noted that the Company may not launch enough series or have enough underlying assets to realize economies of scale. Despite the Company’s best intentions, it is possible, and very likely, that the Company may not be able to launch as many offerings as it intends and thus, will not be able to realize reduced Operating Expenses per series through economies of scale. If the Company, through, multiple series, is able to purchase additional assets, it is expected that for the next 12 months and beyond, such series, collectively, will be able to manage the costs associated with maintaining the individual series and their individual assets. We believe the series will incur costs related to the storage and insurance of the assets. We believe that, collectively, we will have sufficient cash through offerings to cover such costs until such time as individual assets are able to generate revenue. To this end, if the individual series are unable to pay such costs, the series and their assets may be exposed to liabilities such as not being insured and not being in a secured location. Through the manager, the principals of the manager are committed to providing capital to the individual series in the event such a shortfall were to occur and to covering the costs of insurance and otherwise as may be necessary to secure and protect the assets of such series. This commitment is not in writing.

We also intend to develop Fan Club Experiences (as described in “Description of the Business – Business of the Company” section of the Company’s offering circular), allowing investors to enjoy the collection of vintage comic books, collectible cards and fantasy art pieces acquired by the Company through events, conventions, museums and other programs, which we anticipate will enable underlying assets to generate revenues to cover, in whole or in part, the ongoing post-closing series Operating Expenses.

We intend to launch Fan Club Experiences in 2021 and we cannot be sure when we will be able to generate sufficient revenues from Fan Club Experiences to cover any of the Operating Expenses for any series that have closed their offerings and begun operations. See the “Description of the Business – Operating Expenses” section of the Company’s offering circular for additional information regarding the payment of Operating Expenses.

PLAN OF DISTRIBUTION AND SUBSCRIPTION PROCEDURE

Plan of Distribution

We are managed by Mythic Markets, Inc., the manager, a Delaware corporation incorporated in 2018. Mythic Markets owns and operates a web-based (desktop & mobile) investment platform called the Mythic Markets Platform through which investors may indirectly invest, through a series of the Company’s interests, in vintage comic book, collectible card, and fantasy art opportunities that have been historically difficult to access for many market participants. Through the use of the Mythic Markets Platform, investors can browse and screen the potential investments and sign legal documents to purchase interests in such investments, electronically. We intend to distribute the interests exclusively through the Mythic Markets Platform. Neither Mythic Markets, Inc. nor any other affiliated entity involved in the offer and sale of the interests is a Commission registered broker-dealer or a member firm of the Financial Industry Regulatory Authority, Inc., or FINRA, and no person associated with us will be deemed to be a broker solely by reason of his or her participation in the sale of the interests.

The Mythic Markets Platform refers to both the investment platform and potential future trading platform. The investment platform has been fully developed and launched in conjunction with the series Alpha Black Lotus offering. To participate, investors must complete an application on the Mythic Markets Platform to subscribe for series interests.

We are offering the membership interests of each of the series of our company in the “Series Offering Table” beginning on page 1 of this offering circular. Each offering is being conducted on a “best efforts” basis.

Each of the offerings is being conducted under Regulation A under the Securities Act and therefore, only offered and sold to “qualified purchasers.” For further details on the suitability requirements an investor must meet in order to participate in a series offering, see “Plan of Distribution and Subscription Procedure – Investor Suitability Standards.” As a Tier 2 offering pursuant to Regulation A under the Securities Act, these series offerings will be exempt from state law “Blue Sky” registration requirements, subject to meeting certain state filing requirements and complying with certain antifraud provisions, to the extent that our interests are offered and sold only to “qualified purchasers” or at a time when our interests are listed on a national securities exchange. It is anticipated that sales of securities will only be made in states where the Broker is registered.

The initial offering price for each series of interests, or the Purchase Price, was determined by the manager and is equal to the aggregate of (i) the purchase price of the underlying asset, (ii) the Offering Expenses, (iii) the Acquisition Expenses, and (iv) the Sourcing Fee (in each case as described below) divided by the number of membership interests sold in each offering as described in the section “Use of Proceeds/Description of Underlying Assets - All Series” above.

There will be different closing dates for each offering. The closing of an offering will occur on the earliest to occur of (i) the date subscriptions for the Maximum interests for a series have been accepted or (ii) a date determined by the manager in its sole discretion, provided that subscriptions for the Minimum interests of such series have been accepted. If closing has not occurred, the offering shall be terminated upon (i) the date which is one year from the date this offering circular is qualified by the Commission, which period may be extended with respect to a particular series by an additional six months by the manager in its sole discretion, or (ii) any date on which the manager elects to terminate the offering in its sole discretion, such date not to exceed the date which is 18 months from the date the offering circular or amendment thereto, as applicable, is qualified by the Commission.

This offering circular does not constitute an offer or sale of any series of interests outside of the U.S.

Those persons who want to invest in the interests of a series must sign a subscription agreement specific to that series. The subscription agreement will contain representations, warranties, covenants, and conditions customary for private placement investments in limited liability companies; see “How to Subscribe” below for further details. A form of subscription agreement to be used by each series is attached as an exhibit to the offering statement of which this offering circular is a part.

The manager, and not the Company, will pay all of the expenses incurred in these offerings that are not covered by the Sourcing Fee, Offering Expenses or Acquisition Expenses, including fees to legal counsel, but excluding fees for counsel or other advisors to the investors and fees associated with the filing of periodic reports with the Commission and future blue-sky filings with state securities departments, as applicable. Any investor desiring to engage separate legal counsel or other professional advisors in connection with an offering will be responsible for the fees and costs of such separate representation.

The manager shall ensure that certain conditions are met before an offering is closed, including (1) verification of the status of the asset seller of the applicable underlying asset, and agreements related to the asset sale, (2) verification of the condition of the underlying asset, and (3) other specific market conditions that must be satisfied in the manager’s sole discretion. If these conditions are not met, investors will be promptly refunded their investment.

From time to time, the manager may promote the Mythic Markets Platform, or certain series, by distributing interests in series for less than fair value or for no specific value. The manager’s distribution of such interests will generally serve as an incentive for third party promotion of the Mythic Markets Platform or certain series.

Investor Suitability Standards

The interests are being offered and sold only to “qualified purchasers” (as defined in Regulation A under the Securities Act). “Qualified purchasers” include: (i) “accredited investors” under Rule 501(a) of Regulation D and (ii) all other investors so long as their investment in any of the interests of the Company (in connection with this series or any other series offered under Regulation A) does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). We reserve the right to reject any investor’s subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Regulation A.

For an individual potential investor to be an “accredited investor” for purposes of satisfying one of the tests in the “qualified purchaser” definition, the investor must be a natural person who has:

If the investor is not a natural person, different standards apply. See Rule 501 of Regulation D for more details. For purposes of determining whether a potential investor is a “qualified purchaser,” annual income and net worth should be calculated as provided in the “accredited investor” definition under Rule 501 of Regulation D. In particular, net worth in all cases should be calculated excluding the value of an investor’s home, home furnishings and automobiles.

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, or ERISA.

If you live outside the United States, it is your responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase, including obtaining required governmental or other consent and observing any other required legal or other formalities.

Our manager and the Broker, in its capacity as broker of record for these offerings, will be permitted to make a determination that the subscribers of interests in each series offering are qualified purchasers in reliance on the information and representations provided by the subscriber regarding the subscriber’s financial situation. Before making any representation that your investment does not exceed applicable federal thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

An investment in our 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 interests. See “Risk Factors.”

Minimum and Maximum Investment

The minimum subscription by an investor in an offering is one (1) interest and the maximum subscription by any investor (other than the manager) in any offering is for interests representing 19.9% of the total interests of the series, where such maximum subscription limit may be waived for an investor by the manager in its sole discretion. Such limits do not apply to the manager and/or affiliates of the manager, The manager and/or its affiliates must purchase a minimum of 2% of interests of each series at the closing of its each offering. The manager may purchase greater than 2% of interests of any series at the applicable closing, in its sole discretion.

Broker

We have engaged Dalmore Group, LLC., Dalmore, or the Broker, a broker-dealer registered with the Commission and a member of FINRA and SIPC, to perform the following administrative and compliance related functions in connection with our series offerings, but not for underwriting or placement agent services: