SECURITIES AND EXCHANGE COMMISSION FORM 253G1 Filing Date: 2021-06-09 SEC Accession No. 0001477932-21-003906 (HTML Version on secdatabase.com) FILER Mythic Collection, LLC Mailing Address Business Address 16 LAGOON CT. 16 LAGOON CT. CIK:1773026| IRS No.: 833427237 | State of Incorp.:DE | Fiscal Year End: 1231 SAN RAFAEL CA 94903 SAN RAFAEL CA 94903 Type: 253G1 | Act: 33 | File No.: 024-10983 | Film No.: 211003855 415-335-6370 SIC: 5900 Miscellaneous retail Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Filed pursuant to Rule 253(g)(1) File No. 024-10983 OFFERING CIRCULAR DATED MAY 24, 2021 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. Series Membership Interests Overview Underwriting Discounts and Proceeds Price to Commissions to Issuer Public (1) (2) (3) Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Series ART-GGMTG Per Unit $ 71.50 $ 0.72 $ 70.78 Total Minimum $143,000.00 $ 1,430 $ 141,570 Total Maximum $143,000.00 $ 1,430 $ 141,570 Series ART-BHERO Per Unit $ 42.00 $ 0.42 $ 41.58 Total Minimum $ 42,000.00 $ 420.00 $ 41,580 Total Maximum $ 42,000.00 $ 420.00 $ 41,580 Series COM-FF160 Per Unit $ 32.00 $ 0.32 $ 31.68 Total Minimum $ 32,000.00 $ 320.00 $31,680.00 Total Maximum $ 32,000.00 $ 320.00 $31,680.00 Series COM-WONDR Per Unit $ 37.00 $ 0.37 $ 36.63 Total Minimum $ 22,200.00 $ 222.00 $21,978.00 Total Maximum $ 37,000.00 $ 370.00 $36,630.00 Series COM-THOR1 Per Unit $ 35.00 $ 0.35 $ 34.65 Total Minimum $ 21,000.00 $ 210.00 $20,790.20 Total Maximum $ 35,000.00 $ 350.00 $34,500.00 Series GAM-METRD Per Unit $ 25.00 $ 0.25 $ 24.75 Total Minimum $ 30,000.00 $ 300.00 $29,700.00 Total Maximum $ 50,000.00 $ 500.00 $49,500.00 Series GAM-SMB3A Per Unit $ 28.00 $ 0.28 $ 27.72 Total Minimum $ 14,000.00 $ 140.00 $13,860.00 Total Maximum $ 14,000.00 $ 140.00 $13,860.00 (1) Dalmore Group, LLC., or the Broker, will be acting as our broker/dealer of record in connection with each series offering, effective November 11, 2020, replacing North Capital Private Securities Corporation, or North Capital. The Broker will be entitled to a brokerage fee equal to 1.0% of the amount raised through each series offering. Notwithstanding the foregoing, the Broker will not receive any fee on funds raised from the sale of any interests to the manager, its affiliates or the sellers of any of the underlying assets. The Broker will receive compensation in addition to the brokerage fee. See “Plan of Distribution and Subscription Procedure.” North Capital previously acted as our executing broker in connection with the offering of interests in Series MTG-ABL90, Series MTG-94BOX, Series COM-AF157, Series ART-BHERO and Series COM-FF160. North Capital will continue to act as executing broker solely with respect to the offering of interests in Series COM-FF160 until that offering closes. (2) Because these are best efforts offerings, the actual public offering amounts, brokerage fees and proceeds to us are not presently determinable and may be substantially less than each total maximum offering set forth above. (3) Total Minimum and Total Maximum amounts to be received by the Company for each series do not reflect that the 1% commission will not be paid to the Broker on the minimum 2% of interests in each series to be purchased by the manager. 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. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 SECTION PAGE CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS ii SERIES OFFERING TABLE 1 OFFERING SUMMARY 2 RISK FACTORS 8 POTENTIAL CONFLICTS OF INTEREST 20 DILUTION 25 USE OF PROCEEDS/DESCRIPTION OF UNDERLYING ASSET – ALL SERIES 26 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 47 OF OPERATION PLAN OF DISTRIBUTION AND SUBSCRIPTION PROCEDURE 51 DESCRIPTION OF THE BUSINESS 57 MARKET OPPORTUNITY 66 MANAGEMENT 67 COMPENSATION 72 SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS 73 DESCRIPTION OF INTERESTS OFFERED 74 MATERIAL UNITED STATES TAX CONSIDERATIONS 81 WHERE TO FIND ADDITIONAL INFORMATION 83 Copyright © 2021 www.secdatabase.com.