SEC Comment Letter 0000000000-23-007686 to RSE Collection, LLC (RSRUS) (CIK 0001688804)
RSE Collection, LLC (RSRUS) (CIK 0001688804)
Date: July 19, 2023 · CIK: 0001688804 · Accession: 0000000000-23-007686
AI Filing Summary & Sentiment
File numbers found in text: 024-11584
Letter
United States securities and exchange commission logo July 19, 2023 Christopher Bruno Chief Executive Officer RSE Collection, LLC 446 Broadway, 2nd Floor New York, NY 10013 Re:RSE Collection, LLC Post Qualification Amendment No. 30 to Form 1-A Filed June 26, 2023 File No. 024-11584 Dear Christopher Bruno: We have reviewed your amendment and have the following 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 offering statement and providing the requested information. 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 your response. After reviewing any amendment to your offering statement and the information you provide in response to these comments, we may have additional comments. Amendment No. 30 to Offering Statement on Form 1-A Regulation of Exchanges, page 64 1.We note your disclosure that you believe your Platform, when used by investors for secondary trading through PPEX, is not an exchange under Section 3(a)(1) of the Exchange Act. Please add risk factor disclosure explaining the material risks if your belief is incorrect and you are found to be providing a market place or facilities for bringing together purchasers and sellers of securities. We also note your disclosure that the Platform routes orders via the Executing Broker to the PPEX. Please revise to clarify the role of the Platform versus the Executing Broker in routing orders to the PPEX. We will consider qualifying your offering statement at your request. If a participant in your offering is required to clear its compensation arrangements with FINRA, please have FINRA advise us that it has no objections to the compensation arrangements prior to qualification.
FirstName LastNameChristopher Bruno Comapany NameRSE Collection, LLC July 19, 2023 Page 2 FirstName LastName Christopher Bruno RSE Collection, LLC July 19, 2023 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Scott Anderegg at 202-551-3342 or Erin Jaskot at 202-551-3442 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
July 19, 2023
Christopher Bruno
Chief Executive Officer
RSE Collection, LLC
446 Broadway, 2nd Floor
New York, NY 10013
Re:RSE Collection, LLC
Post Qualification Amendment No. 30 to Form 1-A
Filed June 26, 2023
File No. 024-11584
Dear Christopher Bruno:
We have reviewed your amendment and have the following 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 offering statement and providing the
requested information. 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 your
response. After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 30 to Offering Statement on Form 1-A
Regulation of Exchanges, page 64
1.We note your disclosure that you believe your Platform, when used by investors for
secondary trading through PPEX, is not an exchange under Section 3(a)(1) of the
Exchange Act. Please add risk factor disclosure explaining the material risks if your
belief is incorrect and you are found to be providing a market place or facilities for
bringing together purchasers and sellers of securities. We also note your disclosure that
the Platform routes orders via the Executing Broker to the PPEX. Please revise to clarify
the role of the Platform versus the Executing Broker in routing orders to the PPEX.
We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
FirstName LastNameChristopher Bruno
Comapany NameRSE Collection, LLC
July 19, 2023 Page 2
FirstName LastName
Christopher Bruno
RSE Collection, LLC
July 19, 2023
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Scott Anderegg at 202-551-3342 or Erin Jaskot at 202-551-3442 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services