These important disclosures are deemed to be incorporated by reference in their entirety into the McQueen Labs Series, LLC website at www.mcqmarkets.com (the "Site") and any social media communication, advertisement, email or other communication or disclosure which contains an active hyperlink or URL to this page.
The information contained herein neither constitutes an offer for nor a solicitation of interest in any specific securities
1. General Information
McQueen Labs Series, LLC, ("we," "us," "our," or the "Company," and together with its parent entity McQueen Labs Inc., "MCQ Markets") operates a website at www.mcqmarkets.com(the "Site" or "MCQ Markets Platform"). The information contained on the Site is generally available to non-account holders (i.e. persons who have not established a user account through the Site) and has been prepared by the Company without reference to any particular user's investment requirements or financial situation. Potential investors are encouraged to consult with professional tax, legal, and financial advisors before making any investment into an offering of the Company. All investments involve risk, including the risk of the loss of all of your invested capital. Please carefully consider the investment objectives, risks, and expenses related to an investment prior to deciding to invest. Diversification and asset allocation do not ensure profit or guarantee against loss. Investment decisions should be based on an individual's own goals, time horizon, and tolerance for risk. Investment overviews on the Site contain summaries of the purpose and the principal business terms of potential investment opportunities. Such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by reference to the more detailed discussions contained in the respective Offering Circular filed with SEC or other offering materials relating to such investment opportunity.
By using the Company's website, you accept the mcqmarkets.com Terms of Use (which require that disputes be resolved through [complete as/if applicable - ie, binding arbitration, etc.]) and Privacy Policy. Any person interested in investing in any offering of the Company should review our disclosures and the most recent publicly filed offering statement relating to that offering, a copy of which will be available on the SEC's website
The Site is maintained by MCQ Markets in its sole and absolute discretion and MCQ Markets is solely responsible for the content on this website. No broker-dealer member of FINRA is or has been involved in the development or dissemination of the Site. Nothing contained on the Site shall be deemed to be binding against, or to create any obligations or commitment on the part of, any potential investor, the offering sponsors, or their respective affiliates.
Neither the SEC nor any state securities commission or regulatory authority approved, passed upon or endorsed the merits of any investment offered or described on the Site. Each investor should always carefully consider investments in any security and be comfortable with his/her understanding of the investment. Investors should not construe any materials on the Site as tax, legal, financial or investment advice.
All product names, logos, and brands are property of their respective owners. Use of these names, logos, and brands is for identification purposes only, and does not imply endorsement or affiliation.
2. Our Structure
The Company is a newly organized Delaware protected series limited liability company that has been formed to facilitate investment in collectible automobiles and works of art (each an "Automobile" and together the "Automobiles" and each an "Art Piece" and together the "Art Pieces" and may be referred to herein, collectively, as the "Underlying Assets" and each an "Underlying Asset") that will be owned by individual series of the Company.
Most Underlying Assets that we acquire will be owned by a separate series of the Company. In the future a series may own more than one Underlying Asset.Each series will hold title to the specific Underlying Asset that it acquires.
The Class A Units, or Shares, represent an investment solely in a particular series and, thus, indirectly in the Underlying Assets beneficially owned by that series. The Class A Units, or Shares, do not represent a general investment in the Company, nor are they an investment directly in any Underlying Asset.
The Company is wholly owned and managed by McQueen Labs Inc., a Delaware corporation, which serves as the Company's Manager.
3. Securities Being Offered and Closing of the Company's Offerings
We are offering Class A Units (the "Class A Units") representing Class A limited liability company interests of each of the series of the Company, as detailed in the "Series Offering Table" in the Offering Circular. The Company's use of "Share" and "Shares" on the Site and other public communications refers to Class A Units in a series of the Company.
The minimum offering amounts in the Series Offering Table (each a "Minimum Offering Amount") must be sold as applicable as a condition of a closing of the offering of the applicable series offering. A series offering will only close if (i) the "Maximum Offering Amount," as set forth below in the Series Offering Table on page 2 hereof, of the applicable series has been raised, (ii) the Minimum Offering Amount of the applicable series has been raised and such amount is sufficient for the series to purchase the Underlying Asset of such series or (iii) the Minimum Offering Amount of the applicable series has been raised, but such amount is not sufficient for the series to purchase the Underlying Asset of such series, and the Company's Administrator agrees to advance funds to the series in such amount as to enable it to purchase the Underlying Asset of such series. Any such advance will be interest free and repayable in cash from the proceeds of the applicable series offering or in Class A Units of the series; however the Administrator will be under no obligation to make such an advance.
4. Testing the Waters
The Company may, from time to time, engage in "testing the waters" under Regulation A of the Securities Act of 1933, as amended (the "Securities Act"), for the offerings currently filed with, but not yet qualified by, the SEC. This process allows companies to determine whether there may be interest in an eventual offering of their securities. The Company is not under any obligation to make an offering under Regulation A. If we go ahead with an offering, we will only be able to make sales after we have filed an offering statement with the SEC and the SEC has "qualified" the offering statement. The information in the offering statement will be more complete than any information provided on the Site, and could differ in important ways. You must consider fully the information provided in the offering statement filed with, and qualified by, the SEC prior to making any investment decision. No money or other consideration is being solicited at this time for any pre-qualified offering, and if sent in response, will not be accepted.
No offer to buy the securities for a pre-qualified offering can be accepted and no part of the purchase price can be received by the Company or anyone else until the offering statement filed by the Company with the SEC has been qualified by the SEC. Any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of acceptance is given after the date of qualification. An indication of interest involves no obligation or commitment of any kind by either party.
5. Influencer Endorsements & Testimonials Compensation Disclosures
The Company routinely engages social media influencers, spokespersons, celebrities and other persons or entities with followers, members or an audience (collectively referred to here as "Influencers") to endorse or provide testimonials about the Company and discuss automobile and art investing, the automobile and art markets, automobiles and artwork as alternative asset classes, and/or general information about the Company and its investing platform. Influencers generally do not describe specific securities, issuer entities or pending or planned offerings. All Influencers enter into written contracts with the Company obligating them to make certain disclosures , including the fact that content is sponsored or paid for by the Company. Unless separately disclosed in any testimonial or endorsement content, to our knowledge, none of the Influencers are clients of our registered investment adviser, own securities in the Company, or own securities in any sponsored investment entity of the Company referenced in such content, or otherwise have any conflicts of interest stemming from their relationship with the Company, other than receipt of compensation. The compensation paid to Influencers varies depending on the size of the audience, media type, number of content pieces sponsored and popularity and reach of the Influencer, and includes, in some cases, both cash and non-cash compensation.
The Company does not pay any Influencer compensation that is directly or indirectly tied to any investment in securities.
Investors are strongly advised to do their own research regarding the Company's offerings and are cautioned not to place undue reliance on endorsements or testimonials from Influencers.
6. Regulation A Offerings & Offering Circulars
Any offering appearing on the Site that is made under Regulation A of the Securities Act, will be made only by means of an offering circular, which forms an integral part of an offering statement, that has been qualified by the SEC. Any offering that is available for investment means the SEC has qualified the offering statement for such offering, which only means that the Company may make sales of the securities described by the offering statement. It does not mean that the SEC has approved, passed upon the merits of, or passed upon the accuracy or completeness of the information in the offering statement.
In addition, it is possible that after an offering is commenced, we need to update the offering circular to add or update material information, in which case we may be required to suspend accepting subscriptions until such revised offering circular has been reviewed by the SEC.
It is important to understand that the SEC does not pass upon the merits of or give its approval to any securities offered or the terms of any offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials.
If you are interested in investing in an offering, you should carefully review the offering circular and other materials filed with the SEC before making an investment decision. It is important to note that information contained in a preliminary offering circular (the "testing the waters" phase) may change and such changes could be material, so even if you have reviewed a preliminary offering circular, it is critical to review the most recent offering circular on file with the SEC prior to subscribing for shares and tendering payment.
Although the Regulation A offering structure is similar in many respects to a registered initial public offering of shares in a traditional public offering, Regulation A is an exemption from the registration requirements of the Securities Act and there are important differences between a Regulation A offering and a traditional "registered" public offering, including, without limitation. These include more limited disclosure requirements, less restrictive corporate governance, and lack of liquidity, which means that Shares cannot be listed on a national securities exchange and may be illiquid and accordingly, investors must be prepared to hold their investment for an indefinite period.
The Company will act as its own transfer agent and will use the MCQ Markets Platform to track and manage all transfers of Class A Units. The Company has also engaged Rialto Markets LLC to act as the transfer agent and registrar for any series that becomes beneficially owned by more than 2,000 persons or 500 non-"accredited investors." For further information regarding the transfer agent, you should refer to the offering circular and other materials of the applicable series of the Company filed with the SEC.
Active hyperlinks to offering circulars for Regulation A offerings, other than closed offerings, are set forth below. To the extent an issuer has satisfied a requirement to include financial statements in an offering circular by incorporating such financial statements by reference to another SEC filing, we have also provided active hyperlinks to the SEC filing that contains such financial statements below.
YOU MUST CAREFULLY REVIEW THE RELEVANT OFFERING CIRCULAR OF THE COMPANY BEFORE DECIDING TO INVEST.
7. Investment Advice
None of the information on our Site should be construed as investment advice. The information contained on the Site has been prepared by the Company without reference to any particular user's investment requirements or financial situation. Potential investors are encouraged to consult with professional tax, legal, and financial advisors before making any investment into an offering of the Company.
8. Risk of Investing
Investing involves a number of significant risks and uncertainties. YOU MUST CAREFULLY REVIEW THE "RISK FACTORS" SECTION OF OUR LATEST SEC FILING PRIOR TO INVESTING. In addition, you should consult your own counsel, accountant and other advisors as to legal, tax, business, financial, and related aspects of an investment in the Company. Past performance is no guarantee of future results and past historical appreciation rates or valuations of automobiles or artwork may not be indicative of future appreciation rates or valuations. An investor can lose money. Diversification and asset allocation do not ensure a profit or guarantee against loss. Investment decisions should be based on an individual's own goals, time horizon, and tolerance for risk.
9. Forward-Looking Statements
The www.mcqmarkets.com website contains certain forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "potential," "intend," "expect," "outlook," "seek," "anticipate," "estimate," "approximately," "believe," "could," "project," "predict," or other similar words or expressions. Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, or state other forward-looking information. Our ability to predict future events, actions, plans or strategies is inherently uncertain and actual outcomes could differ materially from those set forth or anticipated in our forward-looking statements. You are cautioned not to place undue reliance on any of these forward-looking statements.
10. Miscellaneous
Tax
The Company's series are limited liability companies that elect to be taxed as partnerships. Each person that holds Shares in the Company will be issued a Form K-1 following the end of each tax year. We do not anticipate that the Company will generate taxable income during any tax year, other than the tax year in which the underlying assets are sold and only if the underlying assets are sold at profit. The tax consequences to you as an investor will vary depending upon your specific circumstances. You are advised to consult with your tax advisor prior to making an investment.
Notice to Foreign Investors
The offering materials prepared by the Company are directed solely to persons located within the United States. If the recipient of the materials lives outside the United States, it is their responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase of Class A Units, including obtaining required governmental or other consents or observing any other required legal or other formalities. Unless otherwise indicated in SEC offering materials, the Company has not qualified the offering in any jurisdiction outside the United States.