UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-K

ANNUAL REPORT

ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933

For the fiscal year ended December 31, 2025

RoyaltyTraders, LLC dba SongVest

(919) 276-5454

(Issuer’s telephone number, including area code)

“Hit The Quan” Royalty Share Units
“Chippass” Royalty Share Units
“Fear No More” Royalty Share Units
“Onyx” Royalty Share Units
“Cross Me” Royalty Share Units
“Young L” Royalty Share Units
“Beyonce’s Radio” Royalty Share Units
“Cainon Lamb (Beyonce’s Countdown and More” Royalty Share Units
“Cainon Lamb (Beyonce’s Countdown and More” (Series 2) Royalty Share Units
“Erik Cain” Royalty Share Units
“No Scrubs – TLC Version” Royalty Share Units
“No Scrubs – TLC Version” (Series 2) Royalty Share Units
“Creep – TLC Version” Royalty Share Units
“Creep - TLC Version” (Series 2) Royalty Share Units
“Diggin On You – TLC Version” Royalty Share Units
“Swish Swish” Royalty Share Units
“Young Thug – Best Friend” Royalty Share Units
“Under Pressure” Royalty Share Units
“I Want It All” Royalty Share Units
“The Show Must Go On” Royalty Share Units
“Bohemian Rhapsody Soundtrack” Royalty Share Units
“A Kind of Magic” Royalty Share Units
“Anything At All – 2024 Version” Royalty Share Units
“Duran Duran’s Ordinary World” Royalty Share Units
“Duran Duran’s Come Undone” Royalty Share Units

(Title of each class of securities issued pursuant to Regulation A)

In this Annual Report on Form 1-K (the “Annual Report”), the terms “SongVest”, “our”, “we”, “us”, and the “company” refer to RoyaltyTraders LLC dba SongVest. Our company is managed by SAJA LLC, a Delaware limited liability company formed on October 3, 2024 (“SAJA”), which also owns 100% of our company. Throughout this Annual Report, we refer to SAJA as the “manager”. 

THIS REPORT MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE ANNUAL REPORT, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

The market data and certain other statistical information used throughout this report are based on independent industry publications, governmental publications, reports by market research firms, or other independent sources that we believe to be reliable sources. Industry publications and third-party research, surveys, and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. We are responsible for all of the disclosure contained in this report, and we believe that these sources are reliable. We have not independently verified the information contained in such publications. While we are not aware of any misstatements regarding any third-party information presented in this report, their estimates, in particular, as they relate to projections, involve numerous assumptions, are subject to risks and uncertainties, and are subject to change based on various factors. Some data are also based on our good faith estimates.

ROYALTY SHARE UNITS OFFERING TABLE

The tables below show key information related to the offering of each series of Royalty Share Units as of the date of this Annual Report.

The following table provides information on offerings of our Royalty Share Units under our current offering statement (File No.: 024-12718).

The company previously offered Royalty Share Units pursuant to an offering statement on Form 1-A (File No.: 024-12524), in which the Royalty Share Units set forth in the table below were offered and sold. On April 30, 2025, this offering was terminated.

The company previously offered Royalty Share Units pursuant to an offering statement on Form 1-A (File No. 024-11532), in which the Royalty Share Units set forth in the table below were offered and sold. On September 27, 2024, this offering was terminated.

Item 1. Business

Overview of our Company

Our company is a limited liability company formed on March 18, 2021, pursuant to the Delaware Limited Liability Company Act, or the LLC Act. We founded RoyaltyTraders LLC with the mission to combine crowdfunding, investing, and a social network involving fans to create a robust online marketplace where the public can acquire revenue rights (i.e. Royalty Share Units) related to royalties generated by Music Royalty Assets in their favorite music artists’ creations. To this end, we created the SongVest Platform, which allows investors to pick and invest in the royalty streams from compositions by artists, and receive royalty distributions from those assets. Additionally, the SongVest Platform allows investors to impact the success of artists with their albums. Record labels are provided with tools and strategies enabled by the SongVest Platform, such as email marketing, to collectively promote albums, potentially furthering the success of a release, and generating more revenue.

In October 2024, our company underwent a restructuring, whereby we became a wholly-owned subsidiary of, and managed by, SAJA, and certain aspects of our operations – primarily, the ownership and operation of the SongVest Platform – were moved into a newly-formed sister entity, RT2, which is also a wholly-owned subsidiary of, and managed by, SAJA. As a result of this restructuring, our company’s sole business operation is the acquisition of Music Royalty Assets and making offers and sales of related Royalty Share Units.

Market Opportunity

SongVest is poised to take advantage of the growth of two industries – the music industry, and the growth of centralized marketplaces and crowdfunding platforms. SongVest intends to provide a means for investors to participate in the success of their favorite artists’ music, by purchasing Royalty Share Units that provide pro-rata rights to royalties of songs via a Royalty Share Agreement.

We believe music royalty owners, such as artists, record labels, songwriters, producers and estate heirs, are looking for ways to diversify their holdings and liquidity. The current options for financing music revenue streams are limited. In addition, investors and fans have limited access to music royalty investment opportunities because they usually do not have direct access to the holders of music rights. We believe there is a market opportunity to provide music fans with an opportunity to invest in multiple music royalty streams at a fractional level for as little as $10 to $20.

When we started the SongVest Platform, our goal was not just to be an investment platform, but more importantly serve as a central hub for music fans where we could engage with them, which we thought could help boost streaming and other revenue streams of the artists and record labels. Because our investors are fans and have a vested interest in the success of the music they have invested in, we believe it will be a rewarding experience for them.

We believe the SongVest Platform has the opportunity to advance the investment music space through its portal that is intended to provide updated information on which artist and album is trending across multiple social, sales, and streaming data streams. This is where fans can come to find new investment opportunities and share the investments they have made. Our expertise in music sales and marketing will facilitate music fan and investor interactions and will be sought after not only for investment purposes but also for our music market expertise.

We believe the music industry is poised for continued growth after a decline because of COVID. Goldman Sachs’ Music Industry’s long-term growth forecast predicts a compound annual growth rate (CAGR) settling in at 6% for the period of 2019 to 2030.

In addition, we have seen more and more fans and artists use centralized marketplaces, such as Kickstarter, Indiegogo, and Patreon to create different revenue streams which supports the thesis that there is a desire and need on the part of royalty owners for opportunities to capitalize on their future royalty earnings today. It is our mission to help facilitate those opportunities for those royalty owners, as well as to facilitate ways for fans of music to invest and earn while also supporting the artists they admire.

Key Aspects of Our Business

SongVest Platform

The SongVest Platform at www.songvest.com is intended to be a platform that connects investors with different royalty stream investments, and provides further opportunities for the royalty owners to engage with investors and music fans.

The SongVest Platform will have two main goals: (i) the listing of offerings we have for investment; and (ii) serving as a music portal that will provide social, sales, concert and streaming data to showcase the artists and songs that are driving the royalty investments.

The SongVest Platform currently provides to artists and record labels email marketing solutions that allow those parties to engage SongVest to reach out to investors on the SongVest Platform that are collecting royalties on the songs or catalog of songs from the Royalty Share Units they purchased. Through this channel, artists and record labels are able to efficiently communicate about relevant dates for events, concerns, new releases, and other promotions.

Investors in our offerings are able to view the Royalty Share Units they own via the SongVest Platform, as well as view royalty information about payments.

The SongVest Platform is owned and operated by our affiliate, RT2, LLC, which is also wholly-owned and managed by our manager, SAJA. We have contracted for the right to use the SongVest Platform via the Services Agreement, which is described elsewhere in this Annual Report.

Pipeline

We will market to songwriters, producers, publishers and record labels to build the pipeline for investment opportunities, which we will make available on the SongVest portal. While songwriters, producers and publishers are more likely to want to monetize their assets, we believe record labels will see this as a way to directly connect with fans in ways they have not been able to before. We believe the real upside is in being able to educate record labels that this new way to have a direct connection with fans will allow them not only to increase current album revenue but also provide other forms of upsell and cross-sell opportunities to drive more revenue.

Competition

Our closest competitors are Royalty Exchange in the US and ANote in Europe. We are currently working on signing up top record labels, artists and obtaining industry backing to lock in SongVest as a first mover status given that our business model is different from the competition.

Royalty Share Agreements

It is our intention that each Royalty Share Agreement we enter into will be based on a template royalty agreement that acts as a standard baseline, however, variations may occur. The form of this baseline Royalty Share Agreement is included as an exhibit to the this Annual Report, along with the specific Royalty Share Agreements related to each Music Royalty Asset that is related to an offering we are conducting. Generally, only certain terms of the baseline royalty agreement will be subject to negotiation with each royalty holder. We believe that many royalty owners will not “sell” 100% of their Music Royalty Assets in perpetuity but only sell a portion of them for a certain period of time. Therefore, our royalty agreements will be for a certain percentage of the Music Royalty Asset royalty income and for a certain period of time. We are expecting 30 to 40 year terms. We may also offer shorter term offerings with 3 to 10 year terms for sellers who just need a much shorter term and have a smaller financial need. We expect, though, that each Royalty Share Agreement will be structured as a purchase option agreement, which gives us the right, but not the obligation, to purchase the Music Royalty Asset, typically through the proceeds of the offering for the series related to that Royalty Share Agreement.

Our Manager

Under our amended and restated limited liability company agreement, SAJA is designated as manager of our company. SAJA also wholly-owns our company. Throughout this Annual Report, we refer to SAJA as the manager of our company. Our manager will assist the company in identifying Music Royalty Assets to be acquired using the proceeds from the offerings we conduct.

See Item 3. “Directors and Officers” of this Annual Report for additional information regarding our manager.

Indemnification of our Manager

Our amended and restated limited liability company agreement provides that, to the fullest extent permitted by Delaware law, our company will indemnify and hold harmless its members, managers, officers from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which such a party may be involved, or threatened to be involved, as a party or otherwise, arising out of or incidental to the business of our company, regardless of whether such an individual continues to be a member, manager or officer of the Company at the time any such liability or expense is paid or incurred.

Music Royalty Asset Selection

Our asset selection criteria were established by our manager and are continually influenced by investor demand and current industry trends. The criteria are subject to change from time to time in the sole discretion of our manager. Although we cannot guarantee positive investment returns on the assets we acquire, we endeavor to select assets that are projected to generate positive return on investment, primarily based upon the asset’s historical performance data and assumptions about its ability to produce future royalty income. Our manager will endeavor to select assets with known royalty income history that have the opportunity to continue to produce royalty income for years to come. Our manager also considers the artist, the release date, top chart position, current social media statistics and other data points that might influence the future earnings of the song or songs represented in the Music Royalty Asset.

We will partner with artists, songwriters, producers, royalty owners and record labels to select songs, albums, and catalogs to be subject to a Royalty Share Agreement. We may select and bundle artists and albums for certain series of Royalty Share Units based on genre, relative success of past albums, fan base demographics, or other factors that make such assets fit together as a cohesive package.

Sourcing

We have sales reps that will engage potential artists, record labels and songwriters who are interested in participating in our offerings. They will qualify potential prospects and work with them to understand the opportunity and pull the appropriate materials together. Sales reps are, and will be, paid via commission only on the value of deals sourced and closed upon by the company that such sales reps have introduced to our company.

As compensation for these services, our company will receive a Sourcing Fee a percentage of the “purchase price” – i.e., price to purchase the asset set forth in the applicable Royalty Share Agreement for a Music Royalty Asset. The Sourcing Fee will generally be set based on the level of difficulty and costs related to sourcing the particular Music Royalty Asset related to the series of Royalty Share Units. The “purchase price” is determined by the company in its sole discretion - however, may utilize a “second price” auction to help determine an appropriate purchase price for an asset. The Sourcing Fee will be determined for each offering in the sole discretion of our manager, and may be waived by our manager at its discretion.

Due Diligence

When evaluating an asset, we will consider the growth, its potential, historical significance, ownership history, past valuation of the asset and comparable assets. Our diligence process will include a review of public auction data, opinions from music advisors in our network, precedent and comparable transactions, among other metrics. We will also complete diligence on the royalty owners themselves and their assets. We will validate that there are no tax liens, divorce decrees, UCC filings or other factors that might encumber or impact the future royalty streams. The diligence process will be a part of a memo that will be put together for an investment review.

Asset Management

Management of Music Royalty Assets we acquire will involve management of the relationship with the royalty rights holders, as well as oversight of compliance with the terms of the Royalty Share Agreements entered into by the company and royalty holders, to ensure that the company is receiving all payments owed to it pursuant to the terms of the applicable Royalty Share Agreement. The company will monitor the royalty distributions that are due on Music Royalty Assets and will allocate royalty streams to the right owners in a timely manner after such distributions are received by the company.

As compensation for such services, our company will receive an Administrative Fee equal to a certain percentage (up to a maximum of 10%) of value of the royalty payments collected by our company to be distributed to holders of the Royalty Share Units. Such percentage will be determined by for each series on an individual basis. We note that Administrative Fees will only be deducted from distributions actually made to holders of Royalty Share Units—and if there are no royalty payments paid, no Administrative Fees will be received by our company.

Employees

The company does not have any employees as of the date of this Annual Report. Pursuant to the Services Agreement entered into with its affiliate and sister-company, RT2, RT2 provides our company access to RT2’s staff, technology, administration and marketing/sales support functions as necessary for us to carry out our business.

Government Regulation

The types of music royalties available to our company are governed by U.S. copyright law. The Copyright Act establishes compulsory license fees for musical works categorized as “mechanical royalties” along with the writers share and publishers share of music copyright. Additionally, we may utilize other types of royalty streams, like producers share or other specific royalty generating areas that can be contractually secured.

Legal Proceedings

Neither our company nor our manager is presently subject to any material legal proceedings.

Allocations of Expenses

To the extent relevant, Offering Expenses, Acquisition Expenses, Operating Expenses, revenue generated from Music Royalty Assets made by our company will be allocated amongst the various series of Royalty Share Units. By way of example, it is anticipated that revenues and expenses will be allocated as follows:

Notwithstanding the foregoing, our manager may revise and update the allocation policy from time to time in its reasonable discretion without further notice to investors.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operation should be read in conjunction with our financial statements and the related notes included in this Annual Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Our financial statements for the years ended December 31, 2025 and December 31, 2024 have been audited by Cherry Bekaert LLP.

Overview

For the years ended December 31, 2025 and December 31, 2024

Since its formation in March 2021 through October 2024 our company has been engaged primarily in two areas: selling music catalogs and advances to our customers at auction as well as building the infrastructure to support our new royalty share model by developing the financial, offering and other materials to begin our offerings of Royalty Share Units.

In October 2024, our company underwent a restructuring, whereby we became a wholly-owned subsidiary of, and managed by, SAJA, and certain aspects of our operations – primarily, the ownership and operation of the SongVest Platform – were moved into a newly-formed sister entity, RT2, which is also a wholly-owned subsidiary of, and managed by, SAJA. As a result of this restructuring, our company’s sole business operation is the acquisition of Music Royalty Assets and making offers and sales of related Royalty Share Units. See “Item 5. Interest of Management and Others in Certain Transactions” for more information on this restructuring, as well as for a description of certain agreements we entered into in connection with this restructuring.

We are a development stage company, since we are devoting substantially all our efforts to establishing our business and planned principal operations have only recently commenced.

Operating Results

Revenues. Revenues are generated at the company level. For the year ended December 31, 2025, we generated $119,696 in gross revenues. For the year ended December 31, 2024, we generated $713,735 in gross revenues. This change represents a decrease in gross revenues of $594,039 in 2025 compared to 2024. Our average monthly revenue decreased from approximately $59,478 in the year ended December 31, 2024 to approximately $9,975 in the year ended December 31, 2025. Revenues were generated in 2025 and 2024 from Sourcing Fees and Administrative Fees earned in connection with our offerings of Royalty Share Units. In 2024, prior to the October 2024, the company also earned revenues on private catalog sales and advances. This amounted to $701,380 in 2024 and this revenue, as of the restructuring in October 2024, is no longer accounted for by RoyaltyTraders LLC and instead flows to RT2 LLC. As a result of this, we had a significant decrease in revenues in 2025 compared to 2024, despite having an increase in Sourcing Fees and Administrative Fees from our offering of Royalty Share Units in 2025 compared to 2024 of approximately $107,341 as a result of greater sales of Royalty Share Units in 2025, which we believe was due to more offerings of Royalty Share Units tied to catalogs with greater cultural recognition of the associated musical compositions, and thus greater demand for those offerings. Our company also received minimal revenues from Administrative Fees charged on distributions to investors in our Royalty Share Units in 2025 and 2024.

Operating Expenses. For the year ended December 31, 2025, we incurred operating expenses of $123,757. For the year ended December 31, 2024, we incurred operating expenses of $914,563. Average monthly expenses decreased between FY 2025 ($10,313) and FY 2024 ($76,214) due to the re-allocation of private catalog and advance sales revenue and expenses from RoyaltyTraders LLC to RT2 LLC after the October 2024 restructuring. While revenue decreased by 83.2% from FY 2024 to FY 2025, operating expenses decreased by 86.5% in the same period.

For the year ended December 31, 2025 the most significant component of our operating expenses consisted of sales expenses incurred in connection with sales efforts related to offerings of Royalty Share Units, which comprised approximately 44% of our operating expenses for the year ended December 31, 2025. Marketing & sales expenses comprised approximately 45% of our operating expenses in the year ended December 31, 2024, however marketing expenses are no longer incurred by our company as of the October 2024 restructuring. The next largest and final component at approximately 56% of expenses for the year ended December 31, 2025 were general & administrative expenses, which were primarily comprised of legal, audit, and broker/dealer services incurred to support our offerings of Royalty Share Units. General & administrative expenses made up approximately 15% of operating expenses for the year ended December 31, 2024. No longer present during the year ended December 31, 2025 and since the October 2024 restructuring, contractor payments to our internal team members comprised approximately 40% of operating expenses for the year ended December 31, 2024.

The company recorded $37,573 in straight line depreciation expense for capitalized software in service on January 1, 2024 and additions placed into service in throughout the 2024 fiscal year through the October 2024 restructuring date, at which time capitalized software and the associated accumulated depreciation was transferred out of the company. The company recorded $22,833 and $938 for the years ended December 31, 2025 and 2024, respectively, in straight line amortization expense for capitalized filing costs placed into service throughout the 2024 fiscal year. No additions to capitalized filing costs occurring during the 2025 fiscal year. The capitalized filing costs have a 3-year useful life. We transferred the balance of accounts receivable and the associated provision for bad debts out of the company as part of the restructuring. There were no receivables associated with company revenue at the 2024 or the 2025 year ends.

While operating expenses decreased across all expense categories from 2024 to 2025, the largest decrease in operating expenses from 2024 to 2025 was in contractor payments to our internal team members which were not present in 2025 since wages were re-allocated to the sister subsidiary of RoyaltyTraders LLC, RT2 LLC, starting in October 2024 with the restructuring. Decreases in sales and marketing expenses were due to the elimination of marketing expenses which were also re-allocated to the sister subsidiary of RoyaltyTraders LLC, RT2 LLC, starting in October 2024 with the restructuring. When comparing only operating expenses in 2025 with those related expenses in 2024, to exclude the effect of the October 2024 restructuring, operating expenses are largely consistent year over year at $134,611 for the year ended December 31, 2024 compared to $123,757 for the year ended December 31, 2025.

Interest Expense. For the year ended December 31 2025, we incurred total interest expense of $24,000 and for the year ended December 31, 2024, we incurred total interest expense of $203,217 on short term credit and our outstanding promissory notes detailed further below in this section under “Indebtedness”.

Net Loss. As a result of the foregoing, we incurred a net loss of $57,263 for the year ended December 31, 2025, as compared to a net loss of $522,309 for the year ended December 31, 2024.

Offerings Summary

A summary of the offerings of Royalty Share Units under all of our offering statements that have closed, and the Sourcing Fees we have earned in connection with those offerings, is set forth below. Additionally, to the extent we have earned Administrative Fees on distributions made to investors in those offerings, that is also set forth in the table below.

We have normal operating expenses as well as planned additional expenses related to infrastructure investment needed to support our business operations. Our company will be responsible for its own operating expenses, as well as certain offering expenses applicable to our offerings of a series of Royalty Share Units.

Liquidity and Capital Resources

As of December 31, 2025, our company had $160,361 in cash on hand, compared to $40,870 as of December 31, 2024. As of the date of this Annual Report, the company is earning Sourcing Fees from our qualified offerings of Royalty Share Units. Additionally, the Company is earning Administrative Fees in connection with distributions made to investors in the Company’s Royalty Share Units.

Sourcing Fees and Administrative Fees earned during the year ended December 31, 2025 were $94,368 and $3,021, respectively. Our company believes it will have sufficient funding from a combination of revenues from Sourcing Fees and Administrative Fees to satisfy our cash requirements for the next twelve months to implement our plan of operations. If we are not able to obtain sufficient funding from our revenues to implement our plan of operations, we will consider seeking additional financing from outside sources, including debt and/or equity financing opportunities.

These facts and circumstances raise substantial doubt about the Company’s ability to continue as a going concern.

Issuances of Equity

During October 2024, our company assigned all outstanding equity units to SAJA LLC as part of the October 2024 Restructuring.

Indebtedness

On March 31, 2025, in connection with the October 2024 Restructuring, our company assigned all outstanding related-party debt and associated accrued interest balances to SAJA LLC pursuant to a debt assignment and assumption agreement between our company, SAJA LLC, and certain holders of our debts, apart from the March 27, 2023 promissory note described below. A copy of this debt assignment and assumption agreement is filed as an exhibit to this Annual Report.

On March 27, 2023 the company issued a promissory note to a non-affiliate of the company in exchange for a $100,000 loan, the terms of which are set forth in a promissory note issued to this lender by the company. The promissory note originally matured on July 31, 2023 with interest accruing at 10% per annum through July 31, 2023 and then 2% per month through December 31, 2023. The amounts outstanding under the promissory note are secured against our company’s assets, and the holder of the note has a priority interest over other debtors of the company, which requires that the company repay this note prior to repaying any other indebtedness of the company. The balance of the promissory note is still outstanding as of the date of this Annual Report. The promissory note was subsequently amended to extend the maturity date to January 31, 2025, and again to December 31, 2025 with the interest rate being set at 2% per month from January 1, 2024 onwards. The total accrued interest of $24,000 as of December 31, 2025 has been remitted to the lender at the time of this Annual Report. After December 31, 2025, the promissory note was again amended to extend the maturity date of the note by 12 months to December 31, 2026. The company intends to use a portion of the proceeds from the TLC offerings of Royalty Share Units to repay this promissory note. A copy of this promissory note and the amendments are filed as exhibits to this Annual Report. This note is the only outstanding promissory note of the company as of the date of Annual Report.

Plan of Operations & Trend Information

We plan to launch approximately 10 to 15 additional offerings in the next twelve months to fund the purchase of additional Music Royalty Assets.

We intend to generate revenue from the Sourcing Fees that our company earns from sourcing Music Royalty Assets that are purchased using the proceeds of our offerings, and from Administrative Fees earned from the management of royalty streams due to Royalty Share Unit holders pursuant to the applicable Royalty Share Agreements entered into by the company.

We believe that we will receive sufficient funding from a combination of revenues from Sourcing Fees and Administrative Fees to satisfy our cash requirements for the next twelve months to implement the foregoing plan of operations.

Item 3. Directors and Officers

Our company has no direct employees or officers. Our company operates under the direction of our manager and parent-company, SAJA, which is responsible for directing the operations of our business, directing our day-to-day affairs, and implementing our investment strategy.

SAJA is managed by Sean Peace and Alexander Guiva, who were the original founders of our company, and previously served as the managers of our company.

Sean Peace. Mr. Peace created the original SongVest in 2007 to sell royalties as memorabilia. That led to the creation of Royalty Exchange, the first online market to buy and sell music royalties at auction. Having sold Royalty Exchange in 2015, he has been working on implementing his vision to create the first royalty market exchange platform where fans can invest in their favorite artists via SongVest Records. From 2018 to January 2020 he has been CTO of Curbside Kitchen, a SaaS company that schedules food truck services for commercial and residential locations. From May 2011 until December 2015 he served as Founder and President of Royalty Exchange which was sold in 2015 and still operates today. From November 2008 to May 2011, Mr. Peace had various positions including as partner at Group 19 and Schmooze.me where he had leadership positions overseeing sales and marketing. Prior to these two startup companies, Mr. Peace was a partner and consultant at several companies focusing on business development, operations, and strategic alliances. In March 2021, Mr. Peace founded our company together with Mr. Guiva, and has served as its manager since its inception (now indirectly serving as manager of the company through his position as manager of SAJA, which was formed in October 2024). Mr. Peace received his Bachelor of Economics from the University of North Carolina Chapel Hill in 1991.

Alexander Guiva. Mr. Guiva is a co-founder of RoyaltyTraders LLC. Over the last fifteen years, Mr. Guiva has been an investor in the technology, music, food and manufacturing companies in the US and internationally and closed more than 50 M&A transactions. He serves as Chairman of DevelopScripts LLC dba AuctionSoftware.com, a white-label subscription-based digital platform allowing users to organize, manage, and conduct auctions through a centralized medium facilitating business transactions as well as fundraising efforts. Mr. Guiva is an active investor in the music royalty space, as featured in the Forbes magazine, and his portfolio of royalty assets include works by Cardi B, Cage The Elephant, Dire Straits, Willow Smith, Madcon and others. In March 2021, Mr. Guiva founded our company together with Sean Peace, and has served as its manager since its inception (now indirectly serving as manager of the company through his position as manager of SAJA, which was formed in October 2024). Mr. Guiva graduated with a BA in Economics from Lyon College.

There are no family relationships between any manager, director, executive officer, person nominated or chosen to become a director or executive officer or any significant employee.

To the best of our knowledge, none of our manager (including the principals of our manager), directors or executive officers has, during the past five years:

Responsibilities of our Manager

Our manager will be responsible for directing the operations of our business, directing our day-to-day affairs, and implementing our investment strategy. Such responsibilities will include, but are not limited to, the following:

The responsibilities of our manager include the following:

Asset-Related Services

Services in Connection with the Offering

Investor Relations Services

Administrative Services

Compensation of the Manager

The company does not intend to compensate the manager for its services as the company’s manager. For the avoidance of doubt, our company will retain all Administrative and Sourcing Fees earned.

For the year ended December 31, 2024, we compensated our manager as set forth below. We note that, following the October 2024 restructuring, our company did not pay any further compensation to its manager (nor to the manager’s control persons) and does not anticipate paying any compensation to the manager going forward.

Item 4. Security Ownership of Management and Certain Securityholders

The following table sets forth information regarding beneficial ownership of our company’s management, directors, and holders of 10% or more of any class of our voting securities as of January 30, 2026.