SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

       December 30, 2020

Via E-Mail

Robert F. Kornegay , Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
12235 El Camino Real
San Diego, CA 92130 -3002

Re: Collectors Universe, Inc.
 Schedule 14D -9 filed December 17, 2020
 SEC File No. 005 -59779

Dear M r. Kornegay :

We have limited our review of the filing to those issues we have addressed in our
comments. In some of our comments, we may ask you to provide us with information so
we may better understand your disclosure.

Please respond to this letter by amending your  filing, by providing the requested
information, or by advising us when you will provide the requested response. If you do not
believe our comments apply to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in y our response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Schedule 14D-9

Projected Financial Information , page 38
1. We note you disclosed only a summary of th e forecasts.  Revise your disclosure to
include the forecasts  in their entirety. Also, revise your disclosure to describe the
assumptions made in preparing the forecasts .

Opinion of Houlihan Lokey Capital, Inc., page 39
2. Please revise the second paragraph o f page 41 and Houlihan Lokey’s opinion to
state whether Houlihan Lokey provided its consent to include its opinion in the
Schedule 14D -9.

Robert F. Kornegay , Esq.
Wilson Sonsini Goodrich & Rosati
December 30, 2020
Page 2

 3. Refer to the disclosure on page 48 that states “ ...Houlihan Lokey and certain of its
affiliates and certain of its and  their respective employees may have committed to
invest in private equity or other investment funds managed or advised by D1
Capital Partners L.P., Cohen Private Ventures, other participants in the Offer and
the Merger or certain of their respective affil iates or security holders, and in
portfolio companies of such funds, and may have co -invested with the members
of the D1 Group, Cohen Private Ventures, other participants in the Offer and the
Merger or certain of their respective affiliates or security hol ders, and may do so
in the future.” Please clarify whether such investments have included, include or
could include investments in the current transaction or with respect to the
Collectors Universe .

We remind you that the company is responsible for the accuracy and adequacy of
its disclosures, notwithstanding any review, comments, action or absence of action by the
staff.

Please direct any que stions to me at (202) 551 -3619.

      Sincerely,

      /s/ Daniel F. Duchovny
      Daniel F. Duchovny
      Special Counsel
      Office of Mergers and Acquisitions