DATED: APRIL 2024

This is a sample writing that does not have legal power and its only purpose is a place holder for the website.

These important disclosures are deemed to be incorporated by reference in its entirety into the Ocean Shore Capital website at www.oceanshore.capital 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 offering.

Sections

1. General Information

2. Testing the Waters

3. Influencer Endorsements & Testimonials Compensation Disclosures

4. Regulation A Offerings & Offering Circulars

5. Other Exempt Offerings

6. Investment Advice

7. Cryptocurrency Market Data & Metrics

8. Ocean Shore Capital Performance Metrics

9. Appraisals & Net Asset Value (NAV)

10. Risks of Investing

11. Forward-Looking Statements

12. Miscellaneous

1. General Information

Ocean Shore Capital, LP (together with its affiliated entities, collectively "Ocean Shore Capital" or “we”) operates a website at www.oceanshore.capital (the "Site" or “Ocean Shore Capital Platform”). The information contained on the Site is generally available to non-members (i.e. persons who have not established a user profile) and has been prepared by Ocean Shore Capital 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 a Ocean Shore Capital offering. 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 Ocean Shore Capital website, you accept the Ocean Shore Capital.com Terms of Use (which require that disputes be resolved through binding arbitration) and Privacy Policy. Any person interested in investing in any Ocean Shore Capital offering should review our disclosures and the most recent publicly filed offering statement relating to that offering or applicable private placement memorandum, a copy of which will be available on the Site and, in the case of Regulation A offerings, on the SEC’s EDGAR website.

The Site is maintained by Ocean Shore Capital in its sole and absolute discretion and Ocean Shore Capital 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 this website. Nothing contained herein 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 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. Testing the Waters

Ocean Shore Capital may, from time to time, engage in “testing the waters” under Regulation A of the Securities Act of 1933, as amended, 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. Ocean Shore Capital is not under any obligation to make an offering under Regulation A. We may choose to make an offering to some, but not all, of the people, who indicate an interest in investing, and that offering might not be made 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 our website, 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 issuer or anyone else until the offering statement filed by the Ocean Shore Capital issuer 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.

3. Influencer Endorsements & Testimonials Compensation Disclosures

Ocean Shore Capital 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 Ocean Shore Capital and discuss art investing, the Cryptocurrency Market, cryptocurrency as an alternative asset class, and or general information about Ocean Shore Capital and its art investing platform. Influencers generally do not describe specific securities, issuer entities or pending or planned offerings. All Influencers enter into written contracts with Ocean Shore Capital obligating them to make certain disclosures, including the fact that content is sponsored or paid for by Ocean Shore Capital. 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 Ocean Shore Capital, or own securities in any Ocean Shore Capital’ sponsored investment entity referenced in such content, or otherwise have any conflicts of interest stemming from their relationship with Ocean Shore Capital, other than receipt of cash compensation. Ocean Shore Capital does not pay Influencers non-cash compensation. The cash 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. Influencers are compensated by Ocean Shore Capital through the following types of arrangements:

• fixed fee per video, podcast or other other media content,

• variable fee based on the actual audience size,

• variable fee based on the number of people who sign up as users of our website (i.e. provide us with their name and email address) as a result of such content, or

• hybrid arrangements that incorporate more than one of the above fee structures.

Variable compensation arrangements often include minimum and/or maximum fee terms. The receipt of this compensation creates a conflict of interest because the Influencers have a financial incentive to promote the Ocean Shore Capital Platform. Ocean Shore Capital 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 Ocean Shore Capital offerings and are cautioned not to place undue reliance on endorsements or testimonials from Influencers.

4. Regulation A Offerings & Offering Circulars

Any offering appearing on the Site that is made under Regulation A of the Securities Act of 1933, as amended, 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 issuer of those shares 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.

Offerings appearing on the Site may be in one of three stages:

• Stage 1: The offering circular is in the process of being prepared, but not yet on file with the SEC.

• Stage 2: The preliminary offering circular has been filed with the SEC, but has not yet been qualified by the SEC. Note, it is not unusual for a preliminary offering circular to be filed several times prior to completion of the SEC review process.

• Stage 3: SEC review is complete, the offering circular is qualified and subscriptions and investment funds can be accepted.

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 (i.e. Stage 2) 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, the following:

Limited Disclosure. Disclosure rules applicable to issuers under Regulation A are more limited in scope than those applicable to issuers pursuing a traditional public offering, so there may not be as much information included in the offering circular for an offering referenced on the Site than there would be in a prospectus. In addition, ongoing SEC reporting obligations for Regulation A issuers are also more limited than requirements for typical companies.

Not Subject to 34’ Act Reporting; Proxy Rules, Insider Reporting. Traditional publicly traded companies are subject to certain ongoing financial and material event reporting requirements, proxy rules relating shareholder votes and reporting of transactions by insiders. These requirements are not applicable to issuers of securities pursuant to Regulation A, provided they comply with certain requirements which Ocean Shore Capital intends to comply with.

Less Restrictive Corporate Governance. As a non-listed company conducting an exempt offering pursuant to Regulation A, Ocean Shore Capital issuers are not subject to a number of corporate governance requirements that would apply to companies listed on national securities exchanges, including the requirement to have a board of directors with a majority of “independent” directors, independent committees and internal controls audits. Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of a company listed on a national stock exchange.

Lack of Liquidity. Traditional initial public offering issuers list their shares on a national securities exchange that makes it relatively easy for market participants to trade the securities. The shares offered by Ocean Shore Capital will not be listed on a national securities exchange and may be illiquid. Accordingly, investors must be prepared to hold their investment for an indefinite period.

Equity Stock Transfer, LLC is the sole transfer agent and registrar of all of the Class A ordinary shares offered in any Ocean Shore Capital Regulation A offering. For further information regarding the transfer agent, you should refer to the offering circular and other materials of the applicable Ocean Shore Capital issuer filed with the SEC.

Regulation A Offering Circulars. 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 OCEAN SHORE CAPITAL OFFERING CIRCULAR BEFORE DECIDING TO INVEST.

5. Other Exempt Offerings

Ocean Shore Capital may also conduct private placements pursuant to Rule 506(c) of Regulation D of the Securities Act to accredited investors who are willing to make large investments or to non-residents of the United States pursuant to Regulation S. Any offers associated with these exempt offerings will be made pursuant to a private placement memorandum (a “Memorandum”). These offerings may differ from our Regulation A offerings in that they may involve pooled investment vehicles that offer an investment in a portfolio of multiple cryptocurrencies, which may include fractional investment in each cryptocurrency (i.e. the investment entity owns shares representing a fractional investment in the cryptocurrency) and or whole cryptocurrency (i.e. the investment entity owns the entire cryptocurrency).

These exempt offerings pursuant to Regulation D and Regulation S differ from traditional registered offerings in many of the same ways that Regulation A offerings differ from traditional registered offerings as described herein, plus they differ differ from Regulation A transactions in a number of key respects, including, without limitation:

Accredited or Non-U.S. Investors Only. Regulation A offerings are generally open to everyone, subject to maximum investment limits imposed under the Securities Act and investment minimums imposed by Ocean Shore Capital. By contrast, SEC rules limit participation in Regulation D offerings to “accredited investors” (as defined in Rule 501 of the Securities Act), so people who are not “accredited investors” cannot participate. Likewise, Regulation S offerings are limited to persons who are non-residents of the United States, so United States residents cannot participate.

Limited Rights and Remedies. In contrast to Regulation A, there are no specific substantive disclosure requirements pursuant to Regulation D or Regulation S, so the Memorandum for these offerings may be more limited in scope than an Offering Circular for a Regulation A offering. In addition, whereas investors in a Regulation A offering may pursue remedies under Section 12 of the Securities Act, which imposes strict liability on an issuer for misstatements and omissions in an offering circular regardless of the issuer’s intent, an investor in a Regulation D offering or Regulation S offering must pursue remedies pursuant to Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder which requires a showing of deliberate and intentional fraudulent conduct on the part of the issuer or offering participant - a much higher burden for an aggrieved investor.

No SEC Reporting. Issuers in Regulation D offerings and Regulation S offerings do not have any initial or ongoing SEC reporting obligations (other than the filing of a Form D for Regulation D offerings), so investors in these other exempt offerings may not have access to financial and other important information.

Less Liquidity. Securities issued pursuant to Tier II of Regulation A are illiquid, but they are freely transferable under U.S. Federal securities laws. Securities issued in Regulation D offerings and Regulation S offerings are referred to as “restricted” securities because they cannot be resold or transferred unless the sale or transfer is registered with the SEC or otherwise exempt from registration. Securities acquired in these types of exempt offerings will bear a restrictive legend indicating that such securities cannot be sold or transferred absent registration or an applicable exemption.

6. Investment Advice

None of the information on our Site should be construed as investment advice. Investment advice is provided by representatives of Ocean Shore Capital Advisers, LP (“MWA”). MWA is registered with the Securities and Exchange Commission as an investment adviser under the Investment Advisers Act of 1940. Advisory services are only provided to investors who become clients of MWA (“Clients”) pursuant to a written Investment Advisory Agreement, which investors are required to read and sign, along with Part 2 of MWA’s Form ADV, and carefully consider in determining whether such agreement is suitable for their individual facts and circumstances. Registration with the SEC does not imply a certain level of skill or training. All MWA representatives are paid, directly or indirectly by Ocean Shore Capital and investment advice is provided without cost or obligation of any kind.

The information contained on the Site has been prepared by Ocean Shore Capital 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 a Ocean Shore Capital offering.

7. Cryptocurrency Market Data & Metrics

Unless otherwise stated, all Cryptocurrency Market data and metrics appearing in Ocean Shore Capital materials was compiled from public auction records and other third party sources and does include private sales, which account for a significant percentage of all sales. Importantly, since all Cryptocurrency Market data is sourced from public auction records, when we use terms like “contemporary art” or “Cryptocurrency Market”, unless otherwise indicated, we are referring only to art that has a liquid secondary market and is sold at auction by major auction houses, which includes work by well known Cryptocurrencies who have achieved a level of commercial success and such data excludes works by local or regional Cryptocurrencies that do not have a well-established collector base or liquid secondary market. We believe this data can be helpful in measuring and analyzing historical trends. We present these metrics on the Site and in SEC materials when we believe the sample size is meaningful for a particular metric, so we may not present all metrics for every Ocean Shore Capital offering. These Cryptocurrency Market metrics, including historical appreciation rates, may be presented in graphs, charts, diagrams or as stand-alone statistics and may be presented as a trendline relating to certain segments of the overall Cryptocurrency Market, a particular Cryptocurrency or a particular set of works selected for their similarity to a specific work offered through the Site. Cryptocurrency sales price data and metrics are used for comparative modeling purposes only. Each work is unique and historical price trends of a group of selected cryptocurrency is not a direct proxy for historical price performance of any specific work or any investment in securities referenced on the Site.

Any transaction conducted in a foreign currency has been converted to U.S. dollars at the prevailing exchange rate as of the applicable transaction date, except with respect to “repeat sales”, in which case the conversion of a foreign currency to U.S. dollars occurs at the time of the first sale of the repeat sale pair. We endeavor to include all relevant works and transactions, but no definitive object-oriented database with all auction sales is known to Ocean Shore Capital, and therefore, despite our best efforts the data may be incomplete or inaccurate and we may exclude sale records that do not contain images. Unless stated otherwise in the relevant materials, the data only include cryptocurrencies reflective of the Cryptocurrency’s main medium, as defined by Ocean Shore Capital and will exclude works on paper, prints, editions, multiples or any non-unique works of art by the relevant Cryptocurrency. In addition, the historical data may include auction transactions in which affiliates of Ocean Shore Capital acted as buyer and or seller.

Ocean Shore Capital strongly cautions investors not to place undue reliance on historical data presented and we note the following:

ART PRICE DATA AND TRENDS IS NOT A PROXY FOR INVESTMENT PERFORMANCE. RETURNS FROM INVESTMENTS IN OCEAN SHORE CAPITAL ISSUERS WILL BE REDUCED BY FEES AND EXPENSES DESCRIBED IN THE SEC OFFERING MATERIALS THAT ARE NOT REFLECTED IN THE PRICE PERFORMANCE DATA AND METRICS PRESENTED.

INVESTORS ARE CAUTIONED THAT NO SELECTION OF SIMILAR CRYPTOCURRENCY IS DIRECTLY COMPARABLE TO THE PRICE PERFORMANCE OF ANY SPECIFIC CRYPTOCURRENCY OR INVESTMENT SINCE EACH CRYPTOCURRENCY IS UNIQUE AND HAS ITS OWN UNIQUE RESULTS AND VOLATILITY, AND SUCH HISTORICAL DATA FOR A SELECTED GROUP OF CRYPTOCURRENCY, IF SHOWN, SHOULD NOT BE RELIED UPON AS AN ACCURATE COMPARISON. AVERAGE RATES OF APPRECIATION REFLECTED IN A TRENDLINE FOR SIMILAR WORKS OF ART MAY NOT BE REPRESENTATIVE OF THE PERFORMANCE OF ANY SPECIFIC CRYPTOCURRENCY.

THE FUTURE IS NEVER THE SAME AS THE PAST. PAST APPRECIATION RATES MAY NOT BE INDICATIVE OF FUTURE APPRECIATION RATES AND ANY EXPECTED RETURNS OR PAST RETURNS MAY REFLECT THE PRICE TRENDS OF CRYPTOCURRENCY FOR A FINITE TIME, OR DURING A PERIOD OF EXTREME MARKET ACTIVITY. ALL INVESTMENTS INVOLVE RISK AND MAY RESULT IN PARTIAL OR TOTAL LOSS.

Compiling meaningful price appreciation data for cryptocurrency is inherently difficult and prone to a number of significant limitations and subjectivity that significantly limits the utility of such data in evaluating future appreciation rates. Difficulties arise due to the unique nature of each work, coupled with the fact that works tend to sit in collections for many years, if not several decades, which most often makes it impossible to find sufficient recent actual sales data to establish an appreciation trend line. To try to estimate how much a specific work has appreciated over time often requires extrapolation to sales data from a set of similar works by the same Cryptocurrency. The selection criteria for what constitutes a “similar” work are highly subjective and even experts would likely disagree on exactly which particular works or characteristics, such as size, colors, subject matter, condition, etc. should be included or excluded in any given comparative data set. The level of subjectivity involved differs depending on the uniqueness of the underlying cryptocurrency. Furthermore, private sales data, which includes a majority of sales, is often unavailable or inaccurate, so the data set is typically comprised of only public auction sales data. The availability of public auction data varies by Cryptocurrency. As a general matter a larger data set is more useful than a smaller data set. There can be no assurance that an investment mix or any actual price performance shown on the Site will lead to the expected results shown or perform in any predictable manner. It should not be assumed that investors will experience returns in the future, if any, comparable to those shown or that any or all investors on the Site experienced such returns.

Comparisons to Other Asset Classes

Ocean Shore Capital often uses Cryptocurrency Market price data to compare art pricing trends to other asset classes, such as stock, bonds, real estate, gold and other assets. While Ocean Shore Capital believes these comparisons can be useful to help potential investors discern long term trends in these asset classes, there are significant limitations to the utility of such comparative data, particularly over shorter time periods, and potential investors are cautioned not to place undue reliance on such data. There are significant differences between art and these other asset classes. For example, many asset categories are far more liquid than cryptocurrency. Whereas exchange traded stocks, commodities and precious metals are priced continuously in real time, art prices upon which data is available (i.e. public auctions) are updated only on limited occasions during select months of the year when public auctions are held. As a result, these asset categories may appear to be more volatile than art and will react more quickly to events and market forces than art prices. Several leading asset categories are commoditized, so demand is concentrated on the asset category as a whole as opposed to art, which is fragmented into separate Cryptocurrency markets. In addition, most other asset categories have been securitized or otherwise packaged in various types of financial products and instruments such that large pools of capital can efficiently flow in and out of them with relatively low friction in terms of time, effort and cost. By contrast, despite Ocean Shore Capital ongoing efforts to make art investable, on the whole, cryptocurrency transactions remain far more bespoke and less efficient in terms of time, effort and cost than most other asset categories.

Cryptocurrency Market Data Metrics

Metrics that Ocean Shore Capital presents may include some or all of the following:

Selected Similar Sales Appreciation. Selected similar sales provide an estimate of the historical appreciation rate of the specific cryptocurrency by looking at a set of similar works by the Cryptocurrency that have sold at public auction. The set of similar works selected will include all works by the same Cryptocurrency believed to have features and characteristics that are similar to the subject cryptocurrency, which may include size, medium, color, composition elements, period of creation and other features. The applicable time period for which we calculate Selected Similar Sale Appreciation is from the earliest date that an cryptocurrency by the Cryptocurrency was sold at public auction until the most recent date prior to the qualification of an applicable offering that the Ocean Shore Capital public sale database has been updated. Although the cryptocurrencies selected for inclusion in the set of similar works have similar characteristics to the subject cryptocurrency, each individual cryptocurrency is unique in terms of cryptocurrencies content, condition, provenance and other factors. We, therefore, cannot make any determination or representation that our estimate of the historical appreciation rate of an cryptocurrency is correct or predictive of future value.

Market-Risk Adjusted Appreciation, or “Sharpe Ratio”. The Market-Risk Adjusted Appreciation, also referred to as the “Sharpe Ratio,” indicates how well the Cryptocurrency’s market has performed historically in comparison to the rate of return on a risk-free investment, such as U.S. government treasury bonds or bills, by measuring price appreciation relative to the volatility of that price appreciation over time. A relatively higher Sharpe Ratio reflects higher appreciation relative to volatility and generally signals a better risk adjusted return, and, conversely, a relatively lower Sharpe Ratio generally means there is more volatility relative to price appreciation, although historical volatility is not necessarily a proxy for investment risk. The Sharpe Ratio reflects (x) the average annualized Cryptocurrency market appreciation (depreciation) of all cryptocurrencies by an Cryptocurrency that have sold at least twice at public auction (referred to as “repeat sales”), minus the risk-free rate of return. The risk-free rate of return is measured by the average annual risk-free rate at year end over the applicable time period, divided by (y) the volatility of the returns in an Cryptocurrency’s market, as measured by the standard deviation of those returns. The applicable time period for which we calculate the Sharpe Ratio begins on the later of (a) the earliest purchase price date for the Cryptocurrency’s first repeat sale or (b) December 31, 1989, the year end of the earliest year when other financial indices were available, and ends on the last sale date that the Cryptocurrency had a repeat sale prior to the qualification of an applicable offering that the Ocean Shore Capital public sale database has been updated.

Record Price Appreciation. Record Price Appreciation reflects the frequency at which a new record hammer price at auction is achieved by the Cryptocurrency which can be indicative of the Cryptocurrency’s market momentum and growth rate. The applicable time period for which we calculate Record Price Appreciation is from the earliest date that an cryptocurrency by the Cryptocurrency was sold at public auction until the most recent date for which a record price exists prior to the qualification of an applicable offering that the Ocean Shore Capital public sale database has been updated.

Median Repeat Sale Pair Appreciation. Median Repeat Sale Pair Appreciation reflects the median annualized price appreciation rate of cryptocurrencies in the main medium of an Cryptocurrency that have sold at least twice at public auction, known as “repeat sales”. These can be used to measure the historical appreciation of an Cryptocurrencies market. Analysis of repeat sales can be useful because repeat sale data reflects price changes for the same works, which reduces the selection bias inherent in looking at a select set of similar works.

Comparison to Index or Investment Asset. To measure the performance of other asset classes with indices or to measure a specific investment asset, relative to a specific Cryptocurrencies market, the appreciation of the asset class index or specific investment asset is calculated using the value of the index/asset on the earliest first sale of an Cryptocurrency and the latest second sale date of that Cryptocurrency. The annualized growth rate (CAGR) is calculated for that index/asset using those two values.

If the index/asset does not have a value on the earliest first sale and / or latest second sale date, we may use the next closest value (assuming the index/asset is published/priced daily), or not publish a comparison.

8. Ocean Shore Capital Performance Metrics

When Ocean Shore Capital presents the net return of an investment in a sold cryptocurrency, “net return” or “IRR” refers to the annualized internal rate of return net of all fees and expenses, calculated from the offering closing date to the date the sale is consummated. IRR may not be indicative of Ocean Shore Capital works not yet sold and past performance is not indicative of future results. For additional information regarding the calculation of IRR for a particular investment in an cryptocurrency that has been sold, a reconciliation will be filed as an exhibit to Form 1-U and will be available on the SEC’s website at www.sec.gov.

9. Appraisals & Net Asset Value (NAV)

General

Ocean Shore Capital internally appraises cryptocurrencies that are held by entities administered by Ocean Shore Capital Administrative Services on an ongoing basis, and obtains an independent review of appraisals by a third-party appraiser on an annual basis. The objective of an appraisal is to determine the Fair Market Value (“FMV”) of the subject cryptocurrency, which is equal to the price property would sell for on the open market between a willing buyer and a willing seller, with neither being required to act, and both having reasonable knowledge of the relevant facts, consistent with the standards set forth in IRS Publication 561. FMV includes expected buyer’s premium and estimated transaction commissions.

FMV is measured principally by the Sales Comparison Approach, a relative value comparison basis on sales transactions involving similar objects (i.e. comparable sales). Appraisals are prepared in accordance with the 2020-2021 Uniform Standards of Professional Appraisal Practice (“USPAP”) developed by the Appraisal Standards Board of the Appraisal Foundation, although it is noted that there are potential conflicts of interest given that some or all individual members of the appraisal committee are employees of Ocean Shore Capital and Ocean Shore Capital retains an ownership interest in the subject cryptocurrencies as well as ownership of the Ocean Shore Capital Platform.

The secondary trading price of any securities which may represent an investment in the subject cryptocurrency are not considered in conducting the appraisal.

Ocean Shore Capital appraisals are jointly conducted by an appraisal committee consisting of three members.

Timing

Review of the Fair Value of all cryptocurrency for which title is held in any Ocean Shore Capital investment entity are performed, at a minimum, on a quarterly basis, except as described below. If this review reveals an event, including a comparable sale, which materially alters the current FMV of the subject cryptocurrency, an appraisal report will be issued promptly following the close of a fiscal quarter and reflect FMV as of the last day of the calendar quarter then ended, excluding cryptocurrencies which were the subject of a recent offering. Select cryptocurrencies may be appraised or previously issued appraisals may be revised more frequently than quarterly at the discretion of the appraisal committee.

Defining and Identifying Comparable Cryptocurrency

The Appraisal Committee will determine the parameters included in the comparable set of cryptocurrency to be evaluated. Comparable objects are selected based on similar characteristics to the subject work, which may include, but are not limited to: Cryptocurrency, size, date of creation, medium, series, imagery, execution, style or technique, colors, condition, provenance and/or exhibition history, and prior sale history (if any). Comparable characteristics for each cryptocurrency are determined on a case-by-case basis based on the appraiser’s knowledge of the respective Cryptocurrency’s market.

Important Limitations on Usefulness of Appraisals

The FMVs determined by Ocean Shore Capital’ appraisals are only valid as of the effective date of such appraisals and do not reflect any sales of objects conducted after the effective date. The Cryptocurrency Market (and individual Cryptocurrency markets) typically do not move in a linear fashion and a single unexpected auction result (positive or negative) can have a significant impact on values.

Cryptocurrency very commonly sells for amounts considerably above or below its appraised or estimated value or fails to sell altogether. The future realizable value of a fine cryptocurrency may differ widely from its estimated or appraised value for a variety of reasons, many of which are unpredictable and impossible to discern. Valuation is heavily reliant on an analysis of sales history of similar cryptocurrency. Experts often differ on which historical sales are comparable and the degree of comparability.

Potential Conflicts of Interest in Performing Appraisals

The appraisal committee is composed of employees of Ocean Shore Capital, which receives compensation for the administration and profitable sale of the cryptocurrency. Ocean Shore Capital business in general is influenced by the FMV of cryptocurrency it manages. The compensation of members of the appraisal committee is not directly contingent upon the performance of any appraisal, including reporting of a predetermined value or direction in value that favors the cause of Ocean Shore Capital, the appraised fair market value, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of any appraisal. Although Ocean Shore Capital may have conflicts of interest, it has taken steps it deems reasonable to ensure that the appraisal committee can act independently of Ocean Shore Capital and free from bias. Ocean Shore Capital does not earn fees tied directly to appraised values.

Ocean Shore Capital is active in buying, and selling in the Cryptocurrency Market. If there is a sale of a work that Ocean Shore Capital has purchased at public auction that qualifies as comparable to the target object, the comparable sale may be included in the comparable data set at the discretion of the lead appraiser

You are cautioned against placing undue reliance on any given appraised value and there is no assurance that an independent appraisal would produce a different appraised value.

Net Asset Value

Est. NAV reflects our effort to provide investors with an indication of how their investments and the Ocean Shore Capital portfolio as a whole are performing. These metrics are determined based on estimates and assumptions that management believes are reasonable, but there can be no assurance that our estimates and assumptions will prove to be correct or will approximate actual performance, which will depend on future events and circumstances, many of which are beyond our ability to predict or control. Past performance not only does not guarantee future results, but may not have any meaningful predictive value as to future results. and estimated changes in net asset values based on appraisals may not correspond to actual realizable values. All securities involve risk and may result in partial or total loss.

"NAV Per Share" reflects our estimate of the net asset value of a Class A share at a stated point in time, after giving effect to all expenses, all dilutive issuances in respect of management fees and deduction of all profits interests held by Ocean Shore Capital. NAV Per Share amounts are updated quarterly, typically within approximately fifteen (15) days following the end of each fiscal quarter. NAV Per Share is calculated by determining the fair market value of the cryptocurrency through an appraisal and deducting the profit share amount, if any, allocable to the Class B shareholders and then dividing the remaining amount by the number of fully diluted Class A shares outstanding (including all Class A shares issued or issuable as of such date in respect of management fees).

Transactions occurring on the Ocean Shore Capital’ secondary market have no impact on the determination of NAV Per Share. Ocean Shore Capital does not earn fees tied to NAV Per Share.

10. Risk of Investing

Investing involves a number of significant risks and uncertainties. Please also review the "Risk Factors" section of our latest SEC filings 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 a Ocean Shore Capital issuer. Past performance is no guarantee of future results and past historical appreciation rates of cryptocurrency may not be indicative of future appreciation rates. 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.

Set forth below is a summary of certain risks that should be considered, but this summary is not a substitute for the more extensive and specific language included in the offering circular or Memorandum for any particular Ocean Shore Capital issuer.

Ocean Shore Capital Issuers are totally reliant on Ocean Shore Capital. Ocean Shore Capital issuers do not expect to generate revenue, so issuers are totally reliant on Ocean Shore Capital to administer their operations and cover ongoing operating expenses. Investors will only recognize a return on their investment if the work is sold or they are able to sell their shares.

Each Issuer is Undiversified. Investing in any given Ocean Shore Capital issuer is risky since 100% of such investment is concentrated in a single cryptocurrency and, with respect to issuers offering investment in a collection of cryptocurrency, such collection may provide limited exposure to a small subset of Cryptocurrencies and cryptocurrency.

Your Ability to Trade Shares is Uncertain. There is no active public market for Ocean Shore Capital issuer shares and an active trading market may not ever develop or, even if developed, may not be available to all shareholders, may not be sustained or may cease to exist. Although we facilitate secondary purchases and sales of Class A shares of certain Ocean Shore Capital issuers on an alternative trading system operating by Templum Markets LLC (the “Templum ATS”), certain investors are not eligible to participate on the Templum ATS, including certain non-U.S. citizens, and it may not provide an effective means to sell your shares or receive a price for your shares that is reflective of the fair value of the Class A shares or the Cryptocurrency. You should consider the resale market for Ocean Shore Capital shares to be severely limited, as you may be unable to resell your shares without significant expense, or at all.

Cryptocurrency may be Sold at a Loss. A work can decline in value and investors in Ocean Shore Capital shares may lose all or a significant portion of their investment. Even if the cryptocurrency appreciates in value, the rate of appreciation may be insufficient to cover costs and expenses.

Illiquidity. Ocean Shore Capital issuers intend to hold works for many years and the creation of a trading market for the shares that will generate sufficient volume to facilitate price discovery is uncertain. Art is a highly illiquid asset and we cannot guarantee that there will be a buyer at any reasonable price or within any given time frame. Investors shoul be prepared to hold their investment for an indefinite period of time, as there can be no assurance that the shares or the cryptocurrency can be sold.

Costs Will Diminish Returns. Fixed expense allocations, administrative services fees paid to Ocean Shore Capital and Ocean Shore Capital profit sharing, along with third party costs to sell the work, if any, will reduce overall returns on invested capital.

Investing in Art is subject to Numerous Risks. These risks include, without limitation, physical damage, market risks, economic risks and fraud.

Trends. Temporary consumer popularity or trends among collectors may lead to short-term or temporary price increases, followed by decreases in value. Trends are difficult to predict and may adversely impact our ability to sell an cryptocurrency.

Claims. Buying and selling cryptocurrency can involve potential claims regarding title, provenance and or authenticity of the cryptocurrency. Costs associated with litigation and or settlement are the responsibility of each Ocean Shore Capital issuer.

Insurance Coverage May be Insufficient. Insurance coverage may expressly exclude damage caused by war, certain title claims, losses caused by chemical or biological contamination and certain other potential loss scenarios. In addition, coverage limits may be below fair value.

Ocean Shore Capital has Potential Conflicts of Interest. Ocean Shore Capital earns fees and incurs costs for administering Ocean Shore Capital issuers. Ocean Shore Capital performs internal valuations of cryptocurrency held by Ocean Shore Capital issuers as opposed to obtaining valuations from disinterested third parties. Ocean Shore Capital interests and the interests of its Board of Managers and officers may not always be aligned with your interests.

Liquidation Timing is Uncertain. There can be no assurance as to the timing of a liquidating distribution or that a Ocean Shore Capital issuer will pay a liquidating distribution at all.

11. Forward-Looking Statements

The www.Ocean Shore Capital.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.

12. Miscellaneous

Ocean Shore Capital Waitlist

Visitors to the Ocean Shore Capital website who are interested in learning more may be placed on a waitlist. Visitors are typically placed on the waitlist because MWA’s investment advisory representatives do not have availability to meet with them or we’ve determined that such visitors are either unlikely to invest or meet our minimum investment criteria based on information we collect. We prioritize visitors who visit the website based on lead source, our assessment of their level of interest in investing and ability to meet our minimum investment criteria. Individuals on the waitlist will receive an email confirming when/if they have been removed from the waitlist and they will be able to invest on a self-serve basis without having a call with an investment advisory representative. Depending on facts and circumstances, some individuals could be on the waitlist indefinitely.

Offering Progress Bars

Ocean Shore Capital communications may reference an offering’s progress, typically expressed as a percentage accompanied by graphic representation commonly referred to as a “progress bar” or “progress meter”. The percentage reflects the percentage of the total offering for which investors have initiated a subscription on the website’s buyflow. This includes subscriptions that have closed for which shares have been issued, subscriptions that have been funded, but are not yet closed, subscriptions that been signed (i.e. reserved), but not yet funded and subscriptions that have been initiated whereby a person has entered the number of shares and amount they wish to purchase, but has not yet completed the subscription. Since some of these potential investors will ultimately not complete the purchase, the progress percentage always reflects the higher end of the range of subscriptions received at any given point in time.

Use of Fictional Examples for Illustrative Purposes Only

The Site may contain fictional charts, diagrams, drawings and illustrations to provide a visual representation of an idea, concept or process. These fictional illustrations can be easily identified as such as they will typically indicate that they are presented for illustrative purposes only and, in contrast to actual charts, diagrams, graphs and non-fictional data, will not include a reference to any specific source of data. Any numbers, percentages or statements set forth in connection with fictional illustrations are also provided solely for illustrative purposes only and or as an example of one possible outcome. Fictional illustrations and data provided in or alongside fictional illustrations should not be relied upon or given any meaning.

Tax

Ocean Shore Capital issuers are limited liability companies that elect to be taxed as partnerships. Each person that holds Ocean Shore Capital issuer shares will be issued a Form K-1 following the end of each tax year. We do not anticipate that any Ocean Shore Capital issuer will generate taxable income during any tax year, other than the tax year in which the cryptocurrency is sold and only if the cryptocurrency is sold at a profit. Title to the cryptocurrency owned by the Ocean Shore Capital issuers will be vested in a wholly owned Cayman Islands subsidiary of the issuer that is taxed as a corporation. We believe this structure will result in zero entity level taxation. 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 Ocean Shore Capital 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 membership interests, including obtaining required governmental or other consents or observing any other required legal or other formalities. Unless otherwise indicated in SEC offering materials, Ocean Shore Capital has not not qualified the offering of the shares in any jurisdiction outside the United States.