Corrections and clarifications to Alpha Investments' video

On Sunday, June 7, 2020, Rudy of Alpha Investments posted a deep dive video of his interpretation of Mythic Collection, LLC’s 1-A. Upon review, we felt it important to clarify the inaccuracies and share our perspective.

First and foremost, please find the latest SEC-qualified offering statement linked here (April 07, 2020).  It's important to have the most up-to-date context.

Please review and understand the following definitions:

Organizational structure

  • "Manager" - Mythic Markets, Inc; core business operations (ie. software development, source assets, etc) and manages the "Company".

  • "Company"/Issuer - Mythic Collection, LLC - The company that issues each Series.

  • "Series" - ie. Series MTG-ABL90, LLC.  Note that every asset is organized as a Series LLC that owns a specific underlying asset, which enables us to create a structure where shares are issued against a specific asset.  In the example of the Series MTG-ABL90, LLC, that asset is the Alpha Black Lotus.

Additional definitions

  • Membership Interests - An LLC is structured to issue membership interests that represent ownership, whereas a Corporation is structured to issue stock that represents ownership.  For the purposes of this explanation, these are effectively interchangeable terms.

  • Subscription Agreement - A standard contract to join a limited partnership/limited liability company, in this case via subscription to the Series Membership Interests (defined above).

  • Free Cash Flow - This is our potential "Management Fee" from 50% of any revenue generated by the asset (e.g. ticket sales from a gallery showing, etc).  This is not a carry and does not include any distribution from the sale of the Underlying Asset.

Corrections and clarifications:

  1. Slide 1 @ 3:29 - "You are not buying the share of Black Lotus."
    An investor is buying a Membership Interest (defined above) of the Series MTG-ABL90, LLC.  Series MTG-ABL90, LLC owns the Underlying Asset, which is the Black Lotus in this example (and no other MTG asset).  The investor is not buying a share of the physical cardboard, they are buying a share of a company that owns and maintains the physical cardboard.

  2. Slide 2 @ 3:58 - "The legal jargon here is specifically laying the groundwork so you all are not buying virtual shares."
    As we've defined above, the "Subscription" refers to joining the Series LLC, in this case in purchasing "Interests" in the Series MTG-ABL90, LLC.  The investor is buying real shares of the company that owns the underlying asset, in this case the Black Lotus card.

  3. Slide 3 @ 4:33 - "They take the money, they buy the underlying magic card."
    Before any assets are offered, we either purchase them outright or negotiate an agreement with the seller that usually includes a cash deposit and maturity date for paying the remainder of the agreed-upon purchase price.  Investors don't subsidize asset purchases just as your patrons, or LGS customers, don't subsidize card inventory.

  4. Slide 3 @ 6:20 - "In addition, the Manager or the Affiliate may loan the Company or the Series the funds..."
    An asset is owned by an equivalent Series LLC, which is a company.  All companies, including Alpha Investments, LLC, have a balance sheet, bank account, expenses, etc.  This is true of each Series LLC.  Until a Series begins generating revenue, it has only a small amount of cash to its name, which is segregated in a bank account maintained by the Manager (Mythic Markets, Inc).

    Example: Let's say there's $500 in the Series MTG-ABL90, LLC bank account.  If expenses exceed $500, the Manager loans the money to the Series and is required to apply interest, in this case a minimum interest rate.  However, if you read further, the Manager may (and has to date) absorbed any such costs without any expectation of repayment.

  5. Slide 4 @ 7:15 - "A further issuance of Interests of a Series may be made in the event the Operating Expenses exceed the income..."
    As noted in the example above, this section gives the Series the ability to issue additional interests to raise money by issuing shares.  This is normal and basically boilerplate and no different than any company having the ability to do so.  For instance, Airbnb, Inc (like most startups, publicly traded companies, corner bakery, etc) issues and sells shares to institutional investors to raise capital to fund our business.

    As we covered in #4, the Manager generally covers any expenses and forgoes repayment.

  6. Slide 4 @ 7:57 - Management Fee related to Free Cash Flow
    Each Series is a company and not a fund, and have ongoing operating expenses.  Revenue generated by the business (e.g. ticket sales from a gallery showing, etc.) is split equally between the Series and with shareholders as a dividend.

  7. Slide 5 @ 9:02 - A purchase of Interests in the Series does not constitute an investment in either the Company or the Underlying Asset directly.
    Please see response to Question #1.  Note that the "Company" (Mythic Collection, LLC) is not the same as the "Series", in which an investor is buying Interests (shares).  The Series owns and maintains the Underlying Asset.

    Example: Buying a share of Hasbro ($HAS) allows an investor to own a share of the Hasbro Corporation, and not the computers, production line, or any other assets that the company owns.

  8. Slide 6 @ 11:22 - Excess Operating Expenses
    Please see response to Question #4.

  9. Slide 7 @ 12:20 - Reliance on the Manager and its personnel
    The Manager (Mythic Markets, Inc) does not have a significant operating history with comic books, cards, etc.  The personnel may have history in the space, but that's not what the statement is about.  It's no different than any new company in any form of business.

    Example: If you were starting a brand new company in 2020 called "Beta Investments, LLC", the company itself would have no significant operating experience in Magic: The Gathering cards, despite the company's founder personally having that experience.

  10. Slide 8 @ 13:19 - Trading Fees
    No affiliate company of Mythic Markets is a broker-dealer, nor is Mythic Markets or any such company currently seeking a broker-dealer license.  We partner with a third party broker-dealer and, ultimately, their Alternative Trading System to enable trading.  As you've pointed out, only a BD or Registered Representative may collect a commission on trading.  The BD is finalizing their fee structure and our intention is to absorb these fees on behalf of investors as we compete in the growing fractional investing landscape.

  11. Slide 8 @ 14:21 - "...the best interests of a substantial majority, but not all of the Investors."
    Investors may own shares at different cost basis' depending on when they acquired the shares, whether through the IPO of a Series or via trading of interests.  In a liquidation scenario, the gains (or losses) at the liquidation price may affect investors differently.

    Example: If a takeover offer came in for the Black Lotus, some investors may have a cost basis of $40/share, some at $45/share, some at $55/share, and some at $60/share.  If investor sentiment signals that the substantial majority wishes to sell, the person who paid $60 would not be able to stop that sale as it benefits the majority of shareholders.

  12. Slide 8 @ 15:03 - Monetization at events & issuing additional shares
    Event monetization - basically, this informs the investor that selection bias may exist, not that the risk is imminent.  If for any reason, the Manager opts to show an asset it owned 10% (90% investor owned) of over an asset it owned 2% (98% investor owned) of, the manager could theoretically earn a higher % of revenues generated across all assets shown.  Additional selection bias could occur when showing only MTG-related assets at MagicFest events or only comic books at Comic-con.

  13. Slide 9 @ 16:22 - Use of Proceeds
    The Use of Proceeds table being reviewed is not current; please see the current 1-A.  The asset was acquired by our operating company in October 2018 for $51k from AJ, a well-known seller who opted to remain anonymous.  Between October 2018 and the offering date in August 2019, the asset appreciated to the offering price of $90k.  Any fees related to the offering were included in the market price offering of the asset.  It is possible that the offering price of other assets is lower than the acquisition price, based upon fluctuations between the date of acquisition by our operating company and the date of a public offering.

    In addition, just like any other investor on the platform, Mythic Markets, Inc. buys shares in each offering (paid for in cash) at the publicly posted price.  We do this to align our interests with other shareholders; we profit on these shares if the shares increase in value.  For instance, Mythic Markets, Inc owns 117 shares of Series MTG-ABL90, LLC (Alpha Black Lotus).

  14. Slide 10 @ 21:42 - Fan Club Experiences
    Fan Club Experiences are the events that generate Free Cash Flow (defined above) for each of the applicable Series.  Free Cash Flow is shared between the Company and Interest holders of the applicable Series.The Manager does not derive meaningful revenue from Fan Club Experiences.  Instead, we intend to generate revenue for the Manager through a premium product offering.

  15. Slide 11 @ 23:26 - Investor Suitability Standards
    Our offerings are qualified under Regulation A+ Tier 2 so both accredited and non-accredited investors may participate.  If you review section (ii) of the "Qualified purchasers" paragraph, you will see that non-accredited investors are included.  I've highlighted this in the section below.

    “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).

  16. Slide 13 28:19 - "Management reserves the right to actually get a property and rent an actual real estate property, and be charged to the expenses of the virtual shareholders"
    The assets would utilize such a space for storage, security, and display, and is intended to generate Free Cash Flow.  This Free Cash Flow would be used to pay the Company's costs associated with the space, and generate revenue for the applicable Series', distributed to Interest holders in the form of a dividend.  Expenses would not be directly borne by the Interest holders.  Any excess costs greater may be borne by the manager.

  17. Slide 14 28:54 - Management fee
    Please See "Free Cash Flow" defined above and response to Question #6.


We hope this clears up any misinterpretations that were communicated in Rudy’s video. If you have any questions, feel free to contact our support team and we’ll be happy to help.

- The Mythic Markets team

Mythic Markets is a funding platform, not a Broker-Dealer. The information shared here is not a full and complete summary of the terms of our offerings and how our platform functions. Please review our latest securities filings, disclosures, and offering details on the SEC website linked here for additional important information. Nothing contained herein should be interpreted as an offer by Mythic Markets to issue or sell securities.


Private investments are highly illiquid and risky and are not suitable for all investors. Past performance is not indicative of future results. You should speak with your financial advisor, accountant, and/or attorney when evaluating private offerings.


Mythic Markets does not make recommendations or provide advice about investments.
The information you read today may make forward-looking statements about investments which have not been reviewed by Mythic Markets. You should not rely on these statements but should carefully evaluate the offering materials in assessing any private investment opportunity, including the complete set of risk factors that are provided for your consideration.


There is currently no public trading market for our Interests, and an active market may not develop or be sustained. There is no guarantee that appropriate regulatory approval to permit such secondary trading will ever be obtained. If an active public trading market for our securities does not develop or is not sustained, it may be difficult or impossible for you to resell your shares at any price. Even if a public market does develop, the market price could decline below the amount you paid for your shares.

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