SongVest - RoyaltyTraders LLC
09/28/2026 | Press release | Distributed by Public on 09/28/2026 13:39
Special Semiannual Financial Report under Regulation A (Form 1-SA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-SA
☒ SEMI-ANNUAL REPORT PURSUANT TO REGULATION A
or
☐ SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A
For the fiscal semi-annual period ended: June 30, 2026
RoyaltyTraders, LLC dba SongVest
| Delaware | 86-2712690 | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 1053 East Whitaker Mill Rd., Suite 115 Raleigh, NC | 27604 | |
| (Address of principal executive offices) | (Zip Code) |
(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 Semi-Annual Report on Form 1-SA (the "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 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 THIS SEMI-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.
1
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 Semi-Annual Report.
The following table provides information on offerings of our Royalty Share Units under our current offering statement (File No.: 024-12718).
| Royalty Share Unit Name(5) | Underlying Portfolio(s) |
Offering Price per Unit(1) |
Minimum Offering Amount(2) |
Maximum Offering Amount(2) |
Maximum Units |
Opening Date |
Closing Date |
Final ($) |
Distributions
Paid |
Status(4) | |||||||||||||||||||||||
| "No Scrubs - TLC Version" (Series 3) | "No Scrubs - TLC Version" Sound Recording Owner's Share | $ | 30 | $ | - | $ | 56,640 | 1,888 | 03/25/2026 | N/A | N/A | $ | 366.31 | Open | |||||||||||||||||||
| "Creep - TLC Version" (Series 3) | "Creep - TLC Version" Sound Recording Owner's Share | $ | 30 | $ | - | $ | 73,200 | 2,440 | 03/25/2026 | N/A | N/A | $ | 141.74 | Open | |||||||||||||||||||
| Beyonce - "Radio" (Series 2) | "Beyonce's Radio" Producer's Share | $ | 36 | $ | - | $ | 28,908 | 803 | 03/25/2026 | N/A | N/A | $ | N/A | Open | |||||||||||||||||||
| Beyonce - "Countdown and More" (Series 3) | Beyonce - "Countdown and More" Writer's Share | $ | 72 | $ | - | $ | 3,960 | 55 | 03/25/2026 | N/A | N/A | $ | N/A | Open | |||||||||||||||||||
| "Young Thug - Best Friend" (Series 2) | "Best Friend" Writer's Share | $ | 36 | $ | - | $ | 10,224 | 284 | 03/25/2026 | N/A | N/A | $ | 28.81 | Open | |||||||||||||||||||
| Queen - "Under Pressure" (Series 2) | "Under Pressure" Producer's Share | $ | 98 | $ | - | $ | 90,650 | 925 | 03/25/2026 | N/A | N/A | $ | 985.34 | Open | |||||||||||||||||||
| Queen - "I Want It All (Series 2)" | "I Want It All Producer's Share | $ | 98 | $ | - | $ | 147,294 | 1,503 | 03/25/2026 | N/A | N/A | $ | 1,119.74 | Open | |||||||||||||||||||
| Queen - "The Show Must Go On" (Series 2) | "The Show Must Go On" Producer's Share | $ | 98 | $ | - | $ | 111,132 | 1,134 | 03/25/2026 | N/A | N/A | $ | 945.97 | Open | |||||||||||||||||||
| Queen - "Bohemian Rhapsody Soundtrack" (Series 2) | "Bohemian Rhapsody Soundtrack" Producer's Share | $ | 98 | $ | - | $ | 27,832 | 284 | 03/25/2026 | N/A | N/A | $ | 15.58 | Open | |||||||||||||||||||
| Queen - "A Kind of Magic" (Series 2) | "A Kind of Magic" Producer's Share | $ | 98 | $ | - | $ | 126,616 | 1,292 | 03/25/2026 | N/A | N/A | $ | 681.53 | Open | |||||||||||||||||||
| Duran Duran - "Ordinary World" (Series 2) | "Duran Duran's Ordinary World" Sound Recording Owner's Share | $ | 63 | $ | - | $ | 17,451 | 277 | 03/25/2026 | N/A | N/A | $ | 518.64 | Open | |||||||||||||||||||
| Duran Duran - "Come Undone" (Series 2) | "Duran Duran's Come Undone" Sound Recording Owner's Share | $ | 63 | $ | - | $ | 12,285 | 195 | 03/25/2026 | N/A | N/A | $ | 78.53 | Open | |||||||||||||||||||
| Taboo (feat. Angelica Nicole) - "Stand Strong" | Taboo (feat. Angelica Nicole) - "Stand Strong" Artist's Share of Sound Recording Royalties | $ | 25 | $ | - | $ | 126,000 | 5,040 | 03/25/2026 | N/A | N/A | $ | 0.12 | Open | |||||||||||||||||||
| "Chris Brown - Go Crazy" | Chris Brown - "Go Crazy" Writer's Share of Public Performance Royalties | $ | 63 | $ | - | $ | 298,852 | 4,744 | 03/25/2026 | N/A | N/A | $ | 8.86 | Open | |||||||||||||||||||
| Jeremih - "Birthday Sex" | Jeremih - "Birthday Sex" Publisher's Share of Performance and Mechanical Royalties | $ | 63 | $ | - | $ | 328,167 | 5,209 | 03/25/2026 | N/A | $ | 0.00 | N/A | Withdrawn | |||||||||||||||||||
| Sean Paul (feat. Dua Lipa) - "No Lie" | Sean Paul (feat. Dua Lipa) - "No Lie" Writer's Share of Public Performance Royalties | $ | 63 | $ | - | $ | 242,424 | 3,848 | 03/25/2026 | N/A | N/A | $ | 38.47 | Open | |||||||||||||||||||
| Jason Derulo (feat. French Montana) - "Tip Toe" | Jason Derulo (feat. French Montana) - "Tip Toe" Writer's Share of Public Performance Royalties | $ | 63 | $ | - | $ | 39,627 | 629 | 03/25/2026 | N/A | N/A | $ | 0.91 | Open | |||||||||||||||||||
| Chris Brown & Pitbull - Vol. 1 | Chris Brown & Pitbull - Vol. 1 Writer's Share of Public Performance Royalties | $ | 63 | $ | - | $ | 40,635 | 645 | 03/25/2026 | N/A | N/A | $ | 18.70 | Open | |||||||||||||||||||
| Bebe Rexha, Drake & Nelly Furtado - Vol. 1 | Bebe Rexha, Drake & Nelly Furtado - Vol. 1 Writer's Share of Public Performance Royalties | $ | 63 | $ | - | $ | 87,570 | 1,390 | 03/25/2026 | N/A | N/A | $ | 3.89 | Open | |||||||||||||||||||
2
| The Struts - "Body Talks" | The Struts "Body Talks" - Writer's Share of Public Performance Royalties | $ | 63 | $ | - | $ | 20,790 | 330 | 03/25/2026 | N/A | N/A | $ | 1.38 | Open | |||||||||||||||||||
| Dua Lipa - "Blow Your Mind" | Dua Lipa - "Blow Your Mind" Writer's Share of Public Performance Royalties | $ | 63 | $ | - | $ | 119,637 | 1,899 | 03/25/2026 | N/A | N/A | $ | 5.61 | Open | |||||||||||||||||||
| Kat Dahlia - "I Think I'm In Love" | Kat Dahlia "I Think I'm In Love" Writer's Share of Public Performance Royalties | $ | 63 | $ | - | $ | 41,454 | 658 | 03/25/2026 | N/A | N/A | $ | 0.01 | Open | |||||||||||||||||||
| One Direction - "Nobody Compares & Last First Kiss" | One Direction - "Nobody Compares & Last First Kiss" Producer's Share of Sound Recording Royalties | $ | 63 | $ | - | $ | 22,176 | 352 | 03/25/2026 | N/A | N/A | N/A | Open | ||||||||||||||||||||
| One Direction - "Kiss You" | One Direction - "Kiss You" Producer's Share of Sound Recording Royalties | $ | 63 | $ | - | $ | 59,850 | 950 | 03/25/2026 | N/A | N/A | N/A | Open | ||||||||||||||||||||
| One Direction - "Live While We're Young" | One Direction - "Live While We're Young" Producer's Share of Sound Recording Royalties | $ | 63 | $ | - | $ | 54,558 | 866 | 03/25/2026 | N/A | N/A | N/A | Open | ||||||||||||||||||||
| Rachel Platten - "Better Place" | Rachel Platten - "Better Place" Sound Recording Producer's Share | $ | 63 | $ | - | $ | 43,281 | 687 | 03/25/2026 | N/A | N/A | N/A | Open | ||||||||||||||||||||
| Rachel Platten - "Stand by You" | Rachel Platten - "Stand by You" Sound Recording Producer's Share | $ | 63 | $ | - | $ | 74,151 | 1,177 | 03/25/2026 | N/A | N/A | N/A | Open | ||||||||||||||||||||
| Rachel Platten - "Fight Song" | Rachel Platten - "Fight Song" Producer's Share of Sound Recording Royalties | $ | 63 | $ | - | $ | 244,125 | 3,875 | 03/25/2026 | N/A | N/A | N/A | Open | ||||||||||||||||||||
| Arianna Grande & Lady Gaga - "Rain On Me" | Arianna Grande & Lady Gaga - "Rain On Me" Writer's Share of Public Performance Royalties | $ | 63 | $ | - | $ | 318,465 | 5,055 | 03/25/2026 | N/A | N/A | $ | 21.58 | Open | |||||||||||||||||||
| Kenny G. & Luther Vandross - Vol. 1 | Kenny G & Luther Vandross - Vol. 1 Producer's Share of Sound Recording Royalties | $ | 63 | $ | - | $ | 24,444 | 388 | 03/25/2026 | N/A | N/A | N/A | Open | ||||||||||||||||||||
| Michael Bolton - Vol. 1 | Michael Bolton - Vol. 1 Producer's Share of Sound Recording Royalties | $ | 63 | $ | - | $ | 37,863 | 601 | 03/25/2026 | N/A | N/A | N/A | Open | ||||||||||||||||||||
| Michael Bolton - Vol. 2 | Michael Bolton - Vol. 2 Producer's Share of Sound Recording Royalties | $ | 63 | $ | - | $ | 33,075 | 525 | 03/25/2026 | N/A | N/A | N/A | Open | ||||||||||||||||||||
| Mariah Carey - "Without You" | Mariah Carey - "Without You" Producer's Share of Sound Recording Royalties | $ | 63 | $ | - | $ | 65,079 | 1,033 | 03/25/2026 | N/A | N/A | N/A | Open | ||||||||||||||||||||
| Mariah Carey - "Hero" | Mariah Carey - "Hero" Producer's Share of Sound Recording Royalties | $ | 63 | $ | - | $ | 59,535 | 945 | 03/25/2026 | N/A | N/A | N/A | Open | ||||||||||||||||||||
| Mariah Carey - "One Sweet Day" | Mariah Carey - "One Sweet Day" Producer's Share of Sound Recording Royalties | $ | 63 | $ | - | $ | 40,194 | 638 | 03/25/2026 | N/A | N/A | N/A | Open | ||||||||||||||||||||
| Mariah Carey - "Love Takes Time" | Mariah Carey - "Love Takes Time" Producer's Share of Sound Recording Royalties | $ | 63 | $ | - | $ | 24,885 | 395 | 03/25/2026 | N/A | N/A | N/A | Open | ||||||||||||||||||||
| Mariah Carey - Vol. 1 | Mariah Carey - Vol. 1 Producer's Share of Sound Recording Royalties | $ | 63 | $ | - | $ | 49,770 | 790 | 03/25/2026 | N/A | N/A | N/A | Open |
3
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.
| Royalty Share Unit Name(4) | Underlying Portfolio(s) |
Offering Price per Unit(1) |
Minimum Offering Amount(2) |
Maximum Offering Amount(2) |
Maximum Units |
Opening Date |
Closing Date |
Final Amount Sold ($) |
Distributions Paid ($) |
|||||||||||||||||||||
| "No Scrubs - TLC Version" (Series 2) | "No Scrubs - TLC Version" Sound Recording Owner's Share | $ | 120 | $ | - | $ | 61,440 | 512 | December 20, 2024 | April 30, 2025 | $ | 4,800 | $ | 1,262.20 | ||||||||||||||||
| "Creep - TLC Version" (Series 2) | "Creep - TLC Version" Sound Recording Owner's Share | $ | 120 | $ | - | $ | 76,200 | 635 | December 20, 2024 | April 30, 2025 | $ | 3,000 | $ | 420.57 | ||||||||||||||||
| "Beyonce's Radio" | "Beyonce's Radio" Producer's Share | $ | 36 | $ | - | $ | 38,880 | 1,080 | December 20, 2024 | April 30, 2025 | $ | 9,972 | N/A | |||||||||||||||||
| Beyonce - "Countdown" and More (Series 2) | "Beyonce's Countdown and More" Writer's Share | $ | 72 | $ | - | $ | 37,152 | 516 | December 20, 2024 | April 30, 2025 | $ | 33,192 | $ | 3,234.64 | ||||||||||||||||
| "Young Thug - Best Friend" | "Best Friend" Writer's Share | $ | 36 | $ | - | $ | 19,872 | 552 | December 20, 2024 | April 30, 2025 | $ | 9,648 | 251.28 | |||||||||||||||||
| Queen - "Under Pressure" | "Under Pressure" Producer's Share | $ | 98 | $ | - | $ | 157,486 | 1,607 | December 20, 2024 | April 30, 2025 | $ | 66,836 | $ | 4,032.57 | ||||||||||||||||
| Queen - "I Want It All" | "I Want It All Producer's Share | $ | 98 | $ | - | $ | 164,444 | 1,678 | December 20, 2024 | April 30, 2025 | $ | 17,150 | $ | 703.73 | ||||||||||||||||
| Queen - "The Show Must Go On" | "The Show Must Go On" Producer's Share | $ | 98 | $ | - | $ | 123,774 | 1,263 | December 20, 2024 | April 30, 2025 | $ | 12,642 | $ | 897.51 | ||||||||||||||||
| Queen - "Bohemian Rhapsody Soundtrack" | "Bohemian Rhapsody Soundtrack" Producer's Share | $ | 98 | $ | - | $ | 64,484 | 658 | December 20, 2024 | April 30, 2025 | $ | 36,652 | $ | 852.85 | ||||||||||||||||
| Queen - "A Kind of Magic" | "A Kind of Magic" Producer's Share | $ | 98 | $ | - | $ | 139,062 | 1,419 | December 20, 2024 | April 30, 2025 | $ | 12,446 | $ | 1,094.21 | ||||||||||||||||
| "Duran Duran's Ordinary World" | "Duran Duran's Ordinary World" Sound Recording Owner's Share | $ | 63 | $ | - | $ | 64,134 | 1,018 | March 31, 2025 | April 30, 2025 | $ | 14,616 | $ | 2,674.64 | ||||||||||||||||
| "Duran Duran's Come Undone" | "Duran Duran's Come Undone" Sound Recording Owner's Share | $ | 63 | $ | - | $ | 53,676 | 852 | March 31, 2025 | April 30, 2025 | $ | 14,553 | $ | 1,014.24 | ||||||||||||||||
| (1) | The offering price per Royalty Share Unit for this offering was determined by our company. |
| (2) | The Minimum Offering Amount is the minimum amount of proceeds our company must raise in order to close on investments in the applicable offering. The Maximum Offering Amount includes the cost to acquire the 100% of the Music Royalty Asset set forth in the "Underlying Portfolio(s)" column in the table above, and, as applicable, the Minimum Offering Amount represents the cost to a smaller percentage of that Music Royalty Asset (as set forth in the applicable Royalty Share Agreement). Each of the minimum and maximum offering amounts (with the exception of the "TLC" offerings) also includes the Sourcing Fee. |
| (3) | Represents total distributions paid to holders of Royalty Share Units as of the date of this report. |
| (4) | From time to time, the Company may re-offer Royalty Share Units related to a Music Royalty Asset that was previously offered to investors in a prior qualified offering but was not completely sold in that offering. In this column, a "Series [X]" designation indicates such an offering (i.e. "Series 2" would be the 2nd offering of Royalty Share Units related to the same underlying Music Royalty Asset). The underlying rights of the "Series [X]" Royalty Share Units are identical to those of the original offering, and flow from the same Royalty Share Agreement related to those Royalty Share Units that was filed with the original offering. |
4
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.
| Royalty Share Unit Name | Underlying Portfolio(s) |
Offering Price per Unit |
Minimum Offering Amount(2) |
Maximum Offering Amount(2) |
Maximum Units |
Opening Date |
Final Amount Sold ($) |
Distributions Paid(3) |
||||||||||||||||||||
| "Hit The Quan" | "Hit the Quan" Producer's Share | $ | 16.00 | (1) | $ | 31,200 | $ | 31,200 | 1,950 | September 30, 2021 | $ | 31,200 | $ | 28,525.38 | ||||||||||||||
| "Sanguine Paradise" | "Sanguine Paradise" Writer's Share | $ | 250.00 | (1) | $ | 47,500 | $ | 158,000 | 632 | February 9, 2022 | N/A | N/A | ||||||||||||||||
| "Gang Forever" | "Gang Forever" Artist's Share | $ | 250.00 | (1) | $ | 57,000 | $ | 190,000 | 760 | February 9, 2022 | N/A | N/A | ||||||||||||||||
| "3 Headed Goat" | "3 Headed Goat" Writer's Share | $ | 250.00 | (1) | $ | 161,500 | $ | 537,750 | 2,151 | February 9, 2022 | N/A | N/A | ||||||||||||||||
| "Chippass" | "Chippass" Record Label's Share | $ | 250.00 | (1) | $ | 13,750 | $ | 27,750 | 111 | September 13, 2022 | $ | 27,750 | $ | 10,159.07 | ||||||||||||||
| "DJ Fresh" | "DJ Fresh" Record Label's Share & Writer's Share | $ | 300.00 | (1) | $ | 39,600 | $ | 79,200 | 264 | September 13, 2022 | N/A | N/A | ||||||||||||||||
| "Runnin' (Lose It All)" | "Runnin' (Lose It All)" Writer's Share & Publisher's Share | $ | 250.00 | (1) | $ | 133,250 | $ | 266,500 | 1,066 | November 22, 2022 | N/A | N/A | ||||||||||||||||
| "Fear No More" | "Fear No More" Writer's Share | $ | 100.00 | (1) | $ | 7,700 | $ | 14,000 | 140 | November 22, 2022 | $ | 14,000 | $ | 6,293.44 | ||||||||||||||
| "Cross Me" | "Cross Me" Writer's Share | $ | 100.00 | (1) | $ | 11,500 | $ | 21,500 | 215 | November 22, 2022 | $ | 12,300 | $ | 2,997.73 | ||||||||||||||
| "YoungBoy NBA - Drawing Symbols" | "YoungBoy NBA - Drawing Symbols" Writer's Share | $ | 100.00 | (1) | $ | 7,700 | $ | 13,800 | 138 | January 3, 2023 | N/A | N/A | ||||||||||||||||
| "Onyx, Travis Scott, The Notorious B.I.G. & More" | "Onyx, Travis Scott, The Notorious B.I.G. & More" Writer's Share (excluding Performance) & Publisher's Share | $ | 150.00 | (1) | $ | 33,000 | $ | 64,500 | 430 | January 3, 2023 | $ | 64,500 | $ | 23,030.40 | ||||||||||||||
| "Young L" | "Young L" Writer's Share & Co-Publisher's Share | $ | 103.00 | (1) | $ | 10,197 | $ | 20,394 | 198 | March 6, 2023 | $ | 20,394 | $ | 10,418.95 | ||||||||||||||
| "Cainon Lamb" | "Cainon Lamb" Writer's Share | $ | 150.00 | (1) | $ | 86,250 | $ | 171,000 | 1,140 | March 6, 2023 | $ | 104,400 | $ | 29,202.58 | ||||||||||||||
| "Erik Cain" | "Erik Cain" Sound Recording Owner's Share | $ | 100.00 | (1) | $ | 15,700 | $ | 29,800 | 298 | March 6, 2023 | $ | 29,800 | $ | 7,925.00 | ||||||||||||||
| "No Scrubs - TLC Version" | "No Scrubs - TLC Version" Sound Recording Owner's Share | $ | 100.00 | (1) | N/A | $ | 130,000 | 1,300 | August 28, 2023 | $ | 78,800 | $ | 9,694.55 | |||||||||||||||
| "Creep - TLC Version" | "Creep - TLC Version" Sound Recording Owner's Share | $ | 100.00 | (1) | N/A | $ | 105,000 | 1,050 | August 28, 2023 | $ | 41,500 | $ | 1,646.40 | |||||||||||||||
| "Diggin On You - TLC Version" | "Diggin On You - TLC Version" Sound Recording Owner's Share | $ | 110.00 | (1) | N/A | $ | 22,000 | 200 | August 28, 2023 | $ | 22,000 | $ | 387.51 | |||||||||||||||
| "Swish Swish" | "Swish Swish" Writer's Share & Publisher's Share | $ | 100.00 | $ | 18,200 | $ | 36,300 | 363 | December 6, 2023 | $ | 36,600 | $ | 5,525.79 | |||||||||||||||
| "Allstar JR 3 Macs" | "Allstar JR 3 Macs" Sound Recording "Shaudie Man STEP" Owner's Share | $ | 50.00 | $ | 36,550 | $ | 73,100 | 1,462 | N/A | N/A | N/A | |||||||||||||||||
| "Shaudie Man STEP" | Sound Recording Owner's Share | $ | 50.00 | $ | 19,950 | $ | 39,900 | 798 | N/A | N/A | N/A | |||||||||||||||||
| "Willie Taylor Soakin Wet" | "Willie Taylor Soakin Wet" Sound Recording Owner's Share | $ | 50.00 | $ | 19,750 | $ | 39,500 | 790 | N/A | N/A | N/A | |||||||||||||||||
| "Beyonce's Radio" | "Beyonce's Radio" Producer's Share | $ | 30.00 | $ | 16,200 | $ | 32,400 | 1,080 | July 12, 2024 | N/A | N/A | |||||||||||||||||
| Bullet Boys - I Know There's Something Going On | "I Know There's Something Going On" Sound Recording Owner's Share | $ | 50.00 | $ | 15,150 | $ | 30,250 | 605 | July 12, 2024 | N/A | N/A | |||||||||||||||||
| Bullet Boys- Smooth Up In Ya - 2024 Version | "Smooth Up" Sound Recording Owner's Share | $ | 60.00 | $ | 18,180 | $ | 36,300 | 605 | July 12, 2024 | N/A | N/A | |||||||||||||||||
| "Canion Lamb (Beyonce's Countdown and More)" | "Beyonce's Countdown and More" Writer's Share | $ | 60.00 | $ | 35,160 | $ | 70,260 | 1,171 | July 12, 2024 | $ | 39,300 | $ | 4,323.14 | |||||||||||||||
| "Justin Bieber's Rockin' Around the Christmas Tree" | "Rockin' Around the Christmas Tree" Producer's Share | $ | 31.50 | $ | 47,250 | $ | 94,500 | 3,000 | July 12, 2024 | N/A | N/A | |||||||||||||||||
| "Young Thug - Best Friend" | "Best Friend" Writer's Share | $ | 30.00 | $ | 8,280 | $ | 16,560 | 552 | July 12, 2024 | N/A | N/A | |||||||||||||||||
| (1) | The offering price per Royalty Share Unit for this offering was determined by our company. To assist in this determination, our company utilized a "second-price" auction during the testing the waters period under Rule 255 of Regulation A. |
| (2) | The Minimum Offering Amount is the minimum amount of proceeds our company had to raise in order to close on investments in the applicable offering. The Maximum Offering Amount includes the cost to acquire the 100% of the Music Royalty Asset set forth in the "Underlying Portfolio(s)" column in the table above, and, as applicable, the Minimum Offering Amount represents the cost to a smaller percentage of that Music Royalty Asset (as set forth in the applicable Royalty Share Agreement). Each of the minimum and maximum offering amounts (with the exception of the "Hit the Quan" and "TLC" offerings) also includes the Sourcing Fee. |
| (3) | Represents total distributions paid to holders of Royalty Share Units as of the date of this Semi-Annual Report. |
5
Item 1. 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 Semi-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 six months ended June 30, 2026 and 2025 are unaudited.
Overview
From 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. We refer to this restructuring herein as the "October 2024 Restructuring".
We are considered to be a development stage company, since we are devoting substantially all of our efforts to establishing our business and planned principal operations have only recently commenced.
Operating Results for the Six Months Ended June 30, 2026 and 2025
Revenues. Revenues are generated at the company level. For the six months ended June 30, 2026 ("Interim 2026) we generated $55,516 in gross revenues compared $93,232 in gross revenues for Interim 2025 ("Interim 2025). This 40% decrease is primarily due to fewer offering closures during Interim 2026 compared to Interim 2025, resulting in less earned in Sourcing Fees on our offerings of Royalty Share Units. During Interim 2026, our company earned $51,401 in Sourcing Fees and $4,114 in Administrative Fees and credit card processing fees (which our company charges investors that invest by credit card in order to pay the credit card processing fees charged to us by our third-party payment processor), respectively, compared $89,340 in Sourcing Fees and $3,891 in Administrative Fees and credit card fees, respectively, earned by our company during Interim 2025. Our company incurred $11,343 in direct sales costs during Interim 2026 compared to the $17,209 in direct sales costs during Interim 2025 - a 34% decrease due to lower variable costs as a result of fewer offerings during the current period.
Operating Expenses. For Interim 2026, we incurred $135,072 in operating expenses, a 40% increase compared to $96,397 in operating expenses incurred during Interim 2025. The most significant component of our operating expenses during Interim 2026 was $83,882 in sales expenses incurred in connection with sales efforts related to our Regulation A offerings including escrow, filing, and compliance costs. The remainder of our operating expenses during Interim 2026 was general & administrative expenses of $51,189 consisting of legal and audit fees incurred in connection with our Regulation A offerings, which were $63,100 for Interim 2025. The increase in sales expense in Interim 2026 compared to Interim 2025 is due the launch of our most recent Regulation A offering that occurred during Interim 2026, which led to increased offering expenses compared to Interim 2025, during which we had fewer new offering launches. The decrease in general & administrative expenses was due greater audit fees incurred during Interim 2026 compared to Interim 2025.
Amortization & Depreciation Expense. For Interim 2026, we incurred $9,446 in straight line amortization expense compared to $11,323 in depreciation expense for Interim 2025 related to the capitalized filing costs asset with a 3 year useful life which was placed in service in December 2024.
Interest Expense. For Interim 2026, we incurred $12,000 in interest expense on our outstanding promissory note detailed further below in this section under "Indebtedness", compared to $60,005 in interest expense we incurred on our outstanding promissory notes during Interim 2025. This decrease in interest expense is due to the related party promissory notes and associated accrued interest balances being transferred from our company to SAJA LLC in March 2025.
Net Loss. As a result of the foregoing, we incurred a net loss of $112,345 for Interim 2026 - a 23% increase compared to a net loss of $91,702 for Interim 2025.
6
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.
| Royalty Share Unit Name |
Underlying Asset of Royalty Share Agreement |
Term of Royalty Share Agreement |
Closing Date |
Final Amount Sold |
Sourcing Fee |
Distributions Paid To Holders of Royalty Share Units(1) |
Administrative Fees Earned(1)(2) |
|||||||||||||||
| "Hit The Quan" | "Hit the Quan" Producer's Share (100%) | Life of the Copyright | February 22, 2022 | $ | 31,200 | $ | 0.00 | $ | 28,525.38 | $ | 2,852.54 | |||||||||||
| "Chippass" | "Chippass" Record Label's Share (90%) | Life of the Copyright | October 13, 2022 | $ | 27,750 | $ | 3,827.59 | $ | 10,159.07 | $ | 507.95 | |||||||||||
| "Fear No More" | "Fear No More" Writer's Share (40%) | Life of the Copyright | December 22, 2022 | $ | 14,000 | $ | 1,724.00 | $ | 6,293.44 | $ | 314.67 | |||||||||||
| "Cross Me" | "Cross Me" Writer's Share (50%) | Life of the Copyright | February 6, 2023 | $ | 12,300 | $ | 1,475.55 | $ | 2,997.73 | $ | 149.89 | |||||||||||
| "Onyx, Travis Scott, The Notorious B.I.G. & More" | "Onyx, Travis Scott, The Notorious B.I.G. & More" Writer's Share (excluding public performance) (100%) & Publisher's Share (100%) | Life of the Copyright | February 2, 2023 | $ | 64,500 | $ | 8,689.66 | $ | 23,030.40 | $ | 1,151.52 | |||||||||||
| "Young L" | "Young L" Writer's Share (100%) & Co-Publisher's Share (100%) | Life of the Copyright | March 14, 2023 | $ | 20,394 | $ | 2,812.97 | $ | 10,418.95 | $ | 520.95 | |||||||||||
| "Countdown" by Beyonce and More | "Cainon Lamb" Writer's Share (61%) | Life of the Copyright | May 1, 2023 | $ | 104,400 | $ | 15,693.10 | $ | 29,202.58 | $ | 1,460.13 | |||||||||||
| "Erik Cain" | "Erik Cain" Sound Recording Owner's Share (90%) | Life of the Copyright | March 24, 2023 | $ | 29,800 | $ | 3,903.45 | $ | 7,925.00 | $ | 396.25 | |||||||||||
| "Diggin On You - TLC Version" | "Diggin On You - TLC Version" Sound Recording Owner's Share (50%) | Life of the Copyright | December 28, 2023 | $ | 22,000 | $ | 0.00 | $ | 387.51 | $ | 19.38 | |||||||||||
| "Swish Swish" | "Swish Swish" Writer's Share (100%) & Publisher's Share (100%) | Life of the Copyright | January 16, 2024 | $ | 36,300 | $ | 5,006.90 | $ | 5,525.79 | $ | 276.29 | |||||||||||
| "No Scrubs - TLC Version" | "No Scrubs - TLC Version" Sound Recording Owner's Share (50%) | Life of the Copyright | September 21, 2024 | $ | 78,800 | $ | 0.00 | $ | 9,694.55 | $ | 484.73 | |||||||||||
| "Creep - TLC Version" | "Creep - TLC Version" Sound Recording Owner's Share (50%) | Life of the Copyright | September 21, 2024 | $ | 41,500 | $ | 0.00 | $ | 1,646.40 | $ | 82.32 | |||||||||||
| Beyoncé: "Countdown" (and other compositions) | "Cainon Lamb" Writer's Share (39%) | Life of the Copyright | September 21, 2024 | $ | 39,300 | $ | 6,820.66 | $ | 4,106.98 | $ | 216.16 | |||||||||||
| "No Scrubs - TLC Version" 2nd Offering | "No Scrubs - TLC Version" Sound Recording Owner's Share | Life of the Copyright | April 30, 2025 | $ | 4,800 | $ | 0.00 | $ | 1,262.20 | $ | 63.11 | |||||||||||
| "Creep - TLC Version" 2nd Offering | "Creep - TLC Version" Sound Recording Owner's Share | Life of the Copyright | April 30, 2025 | $ | 3,000 | $ | 0.00 | $ | 420.57 | $ | 21.03 | |||||||||||
| "Beyonce's Radio" | "Beyonce's Radio" Producer's Share | Life of the Copyright | April 30, 2025 | $ | 9,972 | $ | 3,104.23 | $ | 0.00 | $ | 0.00 | |||||||||||
| "Beyonce: Countdown" | "Beyonce's Countdown and More" Writer's Share | Life of the Copyright | April 30, 2025 | $ | 33,192 | $ | 10,332.50 | $ | 3,234.64 | $ | 170.25 | |||||||||||
| "Young Thug - Best Friend" | "Best Friend" Writer's Share | Life of the Copyright | April 30, 2025 | $ | 9,648 | $ | 3,003.37 | $ | 251.23 | $ | 12.56 | |||||||||||
| Queen - "Under Pressure" | "Under Pressure" Producer's Share | Life of the Copyright | April 30, 2025 | $ | 66,836 | $ | 32,735.64 | $ | 4,032.57 | $ | 201.63 | |||||||||||
| Queen - "I Want It All" | "I Want It All Producer's Share | Life of the Copyright | April 30, 2025 | $ | 17,150 | $ | 8,399.81 | $ | 703.73 | $ | 35.19 | |||||||||||
| Queen - "The Show Must Go On" | "The Show Must Go On" Producer's Share | Life of the Copyright | April 30, 2025 | $ | 12,642 | $ | 6,191.94 | $ | 897.51 | $ | 44.88 | |||||||||||
| Queen - "Bohemian Rhapsody Soundtrack" | "Bohemian Rhapsody Soundtrack" Producer's Share | Life of the Copyright | April 30, 2025 | $ | 36,652 | $ | 17,951.85 | $ | 852.85 | $ | 42.64 | |||||||||||
| Queen - "A Kind of Magic" | "A Kind of Magic" Producer's Share | Life of the Copyright | April 30, 2025 | $ | 12,446 | $ | 6,095.86 | $ | 1,094.21 | $ | 54.71 | |||||||||||
| "Anything At All - 2024 Version"* | "Anything At All - 2024 Version" Sound Recording Owner's Share | Life of the Copyright | April 30, 2025 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | |||||||||||
| "Duran Duran's Ordinary World" | "Duran Duran's Ordinary World" Sound Recording Owner's Share | Life of the Copyright | April 30, 2025 | $ | 14,616 | $ | 3,471.00 | $ | 2,674.64 | $ | 133.73 | |||||||||||
| "Duran Duran's Come Undone" | "Duran Duran's Come Undone" Sound Recording Owner's Share | Life of the Copyright | April 30, 2025 | $ | 14,553 | $ | 3,081.00 | $ | 1,014.24 | $ | 50.71 | |||||||||||
| "Zardonic's Raise Hell"* | "Zardonic's Raise Hell" Sound Recording Owner's Share | Life of the Copyright | April 30, 2025 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | |||||||||||
| "Jimmie Allen's Down Home"* | "Jimmie Allen's Down Home" Sound Recording Owner's Share | Life of the Copyright | April 30, 2025 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | |||||||||||
| "Jimmie Allen's Freedom Was A Highway"* | "Jimmie Allen's Freedom Was A Highway" Sound Recording Owner's Share | Life of the Copyright | April 30, 2025 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | |||||||||||
| "Jimmie Allen's Best Shot"* | "Jimmie Allen's Best Shot" Sound Recording Owner's Share | Life of the Copyright | April 30, 2025 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | |||||||||||
| * | Investments in this offering were refunded to investors. |
| (1) | Represents amounts as of the date of this Semi-Annual Report. |
| (2) | Administrative fees are 5% for all Offerings aside from "Hit the Quan" which has Administrative fees of 10%. |
7
Liquidity and Capital Resources
As of June 30, 2026, our company had $4,252 in cash on hand. As of the date of this Semi-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 to date by our company totaled $158,980 and $9,493, respectively, through the date of this Semi-Annual Report. 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.
Indebtedness
During March 2025, our company assigned all outstanding related-party debt and associated accrued interest balances to SAJA LLC as part of the October 2024 Restructuring, apart from the March 27, 2023 promissory note described below.
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 Semi-Annual Report. Out of the total incurred interest of $12,000 as of June 30, 2026, $10,000 had been paid to the lender during Interim 2026. 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. Subsequent to December 31, 2025, the holder of the promissory note extended the maturity date of the note 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 its amendments are filed as exhibits to this Semi-Annual Report. This note is the only outstanding promissory note of the company as of the date of Semi-Annual Report.
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 when closings on investments occur in our offerings as compensation for 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 anticipate that, assuming we continue to increase the amount of royalty streams that we service, we will generate more Administrative Fees as time goes on.
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 2. Other Information
None.
8
Item 3. Financial Statements
RoyaltyTraders, LLC
d/b/a SongVest
Interim Balance Sheet
As of June 30, 2026 (Unaudited) and December 31, 2025
|
June 30, 2026 |
December 31, 2025 |
|||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | 4,252 | $ | 160,361 | ||||
| Restricted cash | 714,744 | 383,798 | ||||||
| Deposits | 10,650 | - | ||||||
| Royalty rights, net | 31,159 | 38,359 | ||||||
| Total current assets | 760,805 | 582,518 | ||||||
| Capitalized filing costs, net | 35,282 | 44,728 | ||||||
| Total assets | $ | 796,087 | $ | 627,246 | ||||
| LIABILITIES AND MEMBER'S DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accounts payable | 115,928 | 125,120 | ||||||
| Escrow payable | 73,315 | 9,484 | ||||||
| Due to Affiliate | 659,301 | 434,754 | ||||||
| Accrued interest and other accrued expenses | 8,762 | 6,762 | ||||||
| Due to related parties, current maturities | - | - | ||||||
| Note payable, investor | 100,000 | 100,000 | ||||||
| Total current liabilities | 957,306 | 676,120 | ||||||
| Due to related parties, less current maturities | - | - | ||||||
| Total liabilities | 957,306 | 676,120 | ||||||
| Member's deficit | (161,219 | ) | (48,874 | ) | ||||
| Total liabilities and member's deficit | $ | 796,087 | $ | 627,246 | ||||
The accompanying notes are an integral part of these financial statements.
F-1
RoyaltyTraders, LLC
d/b/a SongVest
Interim Statement of Operations (Unaudited)
For the six months ended June 30, 2026 and June 30, 2025
|
June 30, 2026 |
June 30, 2025 |
|||||||
| Revenues | $ | 55,516 | $ | 93,232 | ||||
| Cost of sales | 11,343 | 17,209 | ||||||
| Gross profit | 44,173 | 76,023 | ||||||
| Operating expenses | 135,072 | 96,397 | ||||||
| Loss from operations | (90,899 | ) | (20,374 | ) | ||||
| Other expenses | ||||||||
| Interest expense | 12,000 | 60,005 | ||||||
| Depreciation & Amortization | 9,446 | 11,323 | ||||||
| Total other expense, net | (21,446 | ) | (71,328 | ) | ||||
| Net loss | $ | (112,345 | ) | $ | (91,702 | ) | ||
The accompanying notes are an integral part of these financial statements.
F-2
RoyaltyTraders, LLC
d/b/a SongVest
Interim Statement of Changes in Members' Equity
For the six months ended June 30, 2026 (Unaudited) and the year ended December 31, 2025
|
June 30, 2026 |
December 31, 2025 |
|||||||
| (Unaudited) | ||||||||
| Balance, Beginning of period | $ | (48,874 | ) | $ | (1,713,706 | ) | ||
| Contributions (Note 2) | - | 1,722,095 | ||||||
| Net loss | (112,345 | ) | (57,263 | ) | ||||
| Balance, End of Period | $ | (161,219 | ) | $ | (48,874 | ) | ||
The accompanying notes are an integral part of these financial statements.
F-3
RoyaltyTraders, LLC
d/b/a SongVest
Interim Statement of Cash Flows (Unaudited)
For the six months ended June 30, 2026 and June 30, 2025
|
June 30, 2026 |
June 30, 2025 |
|||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | (112,345 | ) | $ | (91,702 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Depreciation & amortization | 9,446 | 11,323 | ||||||
| Royalty rights amortization | 7,200 | 3,269 | ||||||
| Changes in operating assets and liabilities, net of effect of transfer | ||||||||
| Deposits | (10,650 | ) | - | |||||
| Accounts payable | (9,192 | ) | 39,429 | |||||
| Due to related party | 224,547 | (956,956 | ) | |||||
| Escrow payable | 63,831 | (476 | ) | |||||
| Accrued interest and other | 2,000 | 52,006 | ||||||
| Net cash used in operating activities | 174,837 | (943,107 | ) | |||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 174,837 | (943,107 | ) | |||||
| Cash, cash equivalents and restricted cash, beginning of period | 544,159 | 1,009,750 | ||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 718,996 | $ | 66,643 | ||||
| Cash, cash equivalents and restricted cash consisted of the following: | ||||||||
| Cash | $ | 4,252 | $ | 55,200 | ||||
| Restricted cash | 714,744 | 11,443 | ||||||
| $ | 718,996 | $ | 66,643 | |||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid during the year for interest | $ | 10,000 | $ | 8,000 | ||||
| Supplemental schedule of noncash investing and financing activities | ||||||||
| Liabilities assumed by related party | - | 1,722,095 | ||||||
The accompanying notes are an integral part of these financial statements.
F-4
RoyaltyTraders, LLC
d/b/a SongVest
Notes to Unaudited Financial Statements
| 1. | NATURE OF OPERATIONS |
RoyaltyTraders LLC d/b/a SongVest (the "Company") acts as a marketplace connecting buyers and sellers of music royalties. The marketplace provides an opportunity for the owners of music rights to monetize their future royalty streams. The Company packages and brokers royalty income streams into royalty unit offerings that are sold to investors as royalty shares. The Company charges a fee for the sourcing services and will also generate income by charging a service fee for managing and distributing certain brokered royalty payments to the royalty unit holders.
On October 11, 2024, the Company executed a Contribution and Exchange Agreement ("Contribution Agreement") with SAJA LLC, a Delaware limited liability company ("SAJA"), pursuant to which, the holders of RoyaltyTraders LLC common and preferred stock exchanged their interests in the Company for identical interests in SAJA. In connection with the Contribution Agreement, the Company became the wholly-owned subsidiary of SAJA.
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Use of estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
Cash and cash equivalents
The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. The balances are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. The Company may maintain cash balances in excess of FDIC coverage. Management considers this a normal business risk.
Restricted cash
The restricted cash balance represents various pools of restricted cash including cash received in advance from investors to purchase music royalty streams, royalties received for distribution to purchasers of music royalty streams, and funds due to the Company's affiliate. The restricted cash will be held in escrow until the closing date of the royalty shares, the release of royalties to purchasers, or as required by agreement with the affiliate, depending on the source of the restricted cash. The amount of restricted cash is offset with escrow payable and due to affiliate liabilities.
Accounts receivable
Accounts receivable are stated at the amount management expects to collect on balances outstanding at year end. Accounts receivable are generally collected within 30 days of closing and are recorded net of the allowance for expected credit losses. The estimate of the allowance for expected credit losses is based on an analysis of historical loss experience, current receivables aging, and management's assessment of current conditions and reasonable and supportable expectation of future conditions, as well as an assessment of specific identifiable customer accounts considered at risk or uncollectible. The allowance for expected credit losses was de minimus at June 30, 2026 and December 31, 2025, respectively.
F-5
RoyaltyTraders, LLC
d/b/a SongVest
Notes to Unaudited Financial Statements
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Royalty rights
In 2023, the Company purchased music royalties to be resold and distributed on the Company's SongShares site. The Company recorded the royalty rights at cost of $100,000. As the Company sells the music royalties it records a proportionate amount of the acquired rights to cost of sales in the statements of operations. As of June 30, 2026, total remaining rights equaled $31,159 held available for sale.
Multi-year registration costs
The Company must renew its Regulation A+ filing with the SEC and FINRA everything 3 years and capitalized the legal expense of doing so at cost. The asset was placed into service in December 2024 upon submission of the filing. Amortization of this asset commenced at the time it was placed into service over the useful life of 3 years. Unamortized filing fees of $35,282 and $44,728 were included on the accompanying balance sheet as of June 30, 2026 and December 31, 2025, respectively.
Leases
The Company leased an office space and residential apartment until October 3, 2024 when the leases were transferred to SAJA LLC as part of the restructuring referenced below is this note. Prior to that date, these leases were recorded as short-term rentals. The determination of whether an arrangement is a lease is made at lease inception. Under FASB Accounting Standards Codification Topic 842, Leases, a contract is (or contains) a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control is defined under the standards as having both the right to obtain substantially all of the economic benefits from use of the asset and the right to direct the use of the asset. Management only reassesses its determination if the terms and conditions of the contract are changed.
Warrant liability
The Company classifies warrants to purchase shares of its common units as a liability on its balance sheets when the warrant settlement features do not meet the indexation guidance and are not a fixed for fixed settlement arrangement. Warrant liabilities are classified in the balance sheet as a current liability based on the holder having rights to convert at any time. All outstanding warrants were exercised in May 2024 at a total exercise price of $1,161 for 116,060 common units.
Revenue recognition
The Company recognizes brokered sourcing fee revenue at a point in time upon the closing settlement date for each music royalty asset transaction brokered. Service fee revenue is recognized over time as the services are performed. Revenue is recorded at the amounts the Company expects to receive. Incremental costs in obtaining a contract are expensed as incurred.
Income taxes
The Member of the Company has elected to be treated as an LLC and taxed as a partnership under provisions of the Internal Revenue Code which provide that in lieu of corporation income taxes, the Member is taxed on the Company's taxable income. The Company has evaluated its tax positions, expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings and believes that no provision for income taxes is necessary, at this time, to cover any uncertain tax positions.
F-6
RoyaltyTraders, LLC
d/b/a SongVest
Notes to Unaudited Financial Statements
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Advertising
There were no advertising costs for the six months ended June 30, 2026 nor for the six months ended June 30, 2025.
On March 31, 2025, related-party promissory notes payable in the amount of $1,327,000 and interest accrued related to these same promissory notes payable of $395,095 were assumed by SAJA LLC, resulting in a reduction of $1,722,095 in liabilities from the accompanying 2025 balance sheet and a related contribution on the accompanying statement of changes in members equity of RoyaltyTraders LLC.
| 3. | ALLOWANCE FOR CREDIT LOSSES |
The Company had no activity related to its allowance for expected credit losses for the period ended June 30, 2026 and the year ended December 31, 2025:
| 4. | MUSIC ROYALTY ADVANCES |
Management periodically will receive requests from a music royalty holder asking for an advance on upcoming music royalty closings that are brokered by the Company and will be settled in the near term. The Company will issue advances to these holders as a non-interest bearing receivable that will be repaid with upcoming closing proceeds. The collateral on these advances are the music royalties that are cataloged and offered for sale to music investors. Management periodically reviews the list of outstanding advances and records an impairment on any advances that are deemed not collectible. There was no impairment recorded as of December 31, 2025 and ownership of the assets was transferred to RT2 during the year.
| 5. | PREPAID EXPENSES AND OTHER CURRENT ASSETS |
During 2021, the Company developed a website to allow easy access to review available music royalties and allow investors to scan the available music offerings and make applications for investment. The website went live in January 2022 at which time the asset was placed in service to be amortized over the estimated useful life of three years. In October 2024, the website asset was transferred to RT2 LLC.
Capitalized filing costs consisted of the following:
|
June 30, 2026 |
December 31, 2025 |
|||||||
| (Unaudited) | ||||||||
| Filing costs - 3 year capitalized | 68,500 | 68,500 | ||||||
| Filing costs - amortization | (33,218 | ) | (23,772 | ) | ||||
| $ | 35,282 | $ | 44,728 | |||||
Amortization expense on filing costs totaled $9,446 and $22,833 for the six months ended June 30, 2026 and the year ended December 31, 2025, respectively.
F-7
RoyaltyTraders, LLC
d/b/a SongVest
Notes to Unaudited Financial Statements
| 6. | NOTE PAYABLE |
In March 2023, the Company completed placement of a $100,000 promissory note with an investor. The promissory note bore interest at 10% through the maturity date of July 31, 2023 and 2% for each month after the maturity date through December 31, 2023. The promissory note was subsequently extended through January 31, 2025 and again through December 31, 2025, with monthly extension payments of $2,000 and one balloon payment on the date of maturity. Subsequent to December 31, 2025, the holder of the promissory note extended the maturity date of the note to December 31, 2026. During the six months ended June 30, 2026, the Company recognized $12,000 in interest costs.
| 7. | RELATED PARTY TRANSACTIONS |
In 2021 the Company completed placement of a $300,000 convertible promissory note and issuance of a warrant to purchase common units with a related party. In October 2022, the Company completed placement of a convertible promissory note - line of credit up to $300,000 and issuance of a warrant to purchase common units with a related party. The line of credit was fully drawn as of January 2024. The warrants were exercised in May 2024. The note was transferred to SAJA in March 2025. Conversion had not occurred prior to when the note was transferred to SAJA. The Company completed placement of additional promissory notes with a related party as follows: $250,000 in 2022, $250,000 in 2023, and $227,000 in 2024. Related party promissory notes totaled $1,327,000 as of December 31, 2024. In May 2024, all outstanding warrants were exercised and the related debt agreements were modified to remove the possibility of future warrants from being issued. The promissory notes and related accrued interest payable balances were transferred to SAJA LLC in March 2025. Conversion of the convertible notes had not occurred as of March 2025 when the notes were transferred to SAJA.
During the six months ended June 30, 2026 and 2025, the Company recognized $0 in related party interest costs.
The net carrying amount of the related party notes were as follows:
|
June 30, 2026 |
December 31, 2025 |
|||||||
| (Unaudited) | ||||||||
| Notes payable, related party | $ | - | $ | 1,327,000 | ||||
| Transfer of note payable to related party | - | (1,327,000 | ) | |||||
| Less current maturities | - | - | ||||||
| $ | - | $ | - | |||||
| 8. | SIMPLE AGREEMENT FOR FUTURE EQUITY |
In 2022, the Company entered into a Simple Agreement for Future Equity ("SAFE"). The Company withdrew $0 and $28,974 of the cash flow raised during 2024 and 2023, respectively. The SAFE would automatically convert into Conversion Units upon the closing of the next equity financing wherein the Company sells equity for gross proceeds greater than $250,000. In the event of a Company transaction prior to the next equity financing, defined as the sale of substantially all of the Company's assets with a transfer whether by merger, consolidation or otherwise of more than 50% of the outstanding voting securities, the Company would pay the Holder an amount equal to the proceeds the Holder would have received in such Company transaction, if the SAFE had converted into Conversion Units at the SAFE price immediately prior to the Company transaction. Neither such Company transaction nor equity financing occurred as of the October 2024 Restructuring when the SAFE transferred to SAJA.
F-8
RoyaltyTraders, LLC
d/b/a SongVest
Notes to Unaudited Financial Statements
| 9. | LEASES |
The Company leased an office space and a residential apartment. The operating leases are short-term leases that have an expected term of 12 months or less at lease commencement. Lease costs associated with the short-term leases totaled $0 for the six months ended June 30, 2026 and 2025, respectively. Leases were assigned and assumed by RT2 LLC as a result of the October 2024 Restructuring.
| 10. | MEMBERS' EQUITY |
All equity units issued by the Company were assigned to SAJA LLC during 2024.
| 11. | GOING CONCERN |
The Company is a start up with expected operating losses. The Company continues to fund these losses with additional equity contributions and debt advanced by related parties and other financing sources during the operating year. The Company had operated at a net loss in 2024 of $522,309 and the cash flow from operations was negative $508,970. The Company had operated at a net loss in 2025 of $57,263 and the cash flow from operations was negative $465,591. The Company had operated at a net loss of $112,345 for the first six months of June 2026 even though cash flow from operations was $174,837. The promissory note outstanding at June 30, 2026 has a current maturity date in the coming 12 months. These facts and circumstances raise substantial doubt about the Company's ability to continue as a going concern for a period of 12 months from the date of these financial statements.
The financial statements have been prepared on a going concern basis, which assumes that the Company will be able to meet all of its payment obligations through June 2027. Management acknowledges that uncertainty remains over the ability of the Company to meet its funding requirements and to refinance or repay its borrowing facility as it comes due. If for any reason the Company is unable to continue as a going concern, it could have an impact on the Company's ability to realize assets at their recognized values, in particular website software and other intangible assets, and to extinguish liabilities in the normal course of business at the amounts stated in the financial statements.
| 12. | SUBSEQUENT EVENTS |
The Company evaluated all subsequent events through September 28, 2026, the date the financial statements were available to be issued.
F-9
Item 4. Exhibits
Exhibit Index
9
| & | Incorporated by reference to the exhibit to the company's offering statement on Form 1-A filed with the SEC on March 4, 2026 |
| && | Incorporated by reference to the exhibit to the company's offering statement on Form 1-A POS filed with the SEC on March 21, 2025. |
| @ | Incorporated by reference to the exhibit to the company's Form 1-K filed with the SEC on June 18, 2024. |
| @@ | Incorporated by reference to the exhibit to the company's offering statement on Form 1-A POS filed with the SEC on July 1, 2024. |
| @@@ | Incorporated by reference to the exhibit to the company's Semi-Annual Report on Form 1-SA filed with the SEC on October 18, 2024. |
| # | Incorporated by reference to the exhibit to the company's offering statement on Form 1-A POS filed with the SEC on November 17, 2023. |
| * | Incorporated by reference to the exhibit to the company's offering statement on Form 1-A filed with the SEC on May 21, 2021, and incorporated by reference herein. |
| ** | Incorporated by reference to the exhibit to the company's offering statement on Form 1-A POS filed December 29, 2021, and incorporated by reference herein. |
| *** | Incorporated by reference to the exhibit to the company's offering statement on Form 1-A POS filed July 27, 2022 and incorporated by reference herein. |
| ^^ | Incorporated by reference to the exhibit to the company's offering statement on Form 1-A POS filed November 18, 2022. |
| ^^^ | Incorporated by reference to the exhibit to the company's offering statement on Form 1-A POS filed December 21, 2022. |
| + | Incorporated by reference to the exhibit to the company's offering statement on Form 1-A POS filed with the SEC on February 17, 2023, and incorporated by reference herein. |
| ++ | Incorporated by reference to the exhibit to the company's offering statement on Form 1-A POS filed with the SEC on June 14, 2023, and incorporated by reference herein. |
| = = | Incorporated by reference to the exhibit to the company's offering statement on Form 1-A/A filed with the SEC on December 16, 2024. |
| = = = | Incorporated by reference to the exhibit to the company's Annual Report on Form 1-K filed with the SEC on June 4, 2026 |
10
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on September 28, 2026.
| ROYALTYTRADERS LLC | ||
| By: | /s/ Sean Peace | |
|
Sean Peace Manager of SAJA LLC, the Manager of the RoyaltyTraders LLC |
||
Pursuant to the requirements of Regulation A, this report has been signed below by the following persons on behalf of the issuer and in the capacities and on the dates indicated.
| SIGNATURE | TITLE | DATE | ||
| /s/ Sean Peace | Manager of SAJA LLC, the Manager of the RoyaltyTraders LLC, and the principal executive officer, principal financial officer, and principal accounting officer of RoyaltyTraders LLC | on September 28, 2026 | ||
| Sean Peace | ||||
| /s/ Alexander Guiva | Manager of SAJA LLC, the Manager of the RoyaltyTraders LLC | on September 28, 2026 | ||
| Alexander Guiva |
11
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