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RSE Collection. Supplement to Response to SEC Comment Letter Submitted May 16, 2023 (06864535-6).DOCX

Christopher Bruno

Chief Executive Officer & President

RSE Markets, Inc., the ultimate parent of
RSE Collection, LLC

T 413-822-9740

chris@rallyrd.com

446 Broadway, 2nd Floor

New York, NY 10013

347-952-8058

May 31, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re: RSE Collection, LLC

Post Qualification Amendment No. 28 to Form 1-A

Filed April 14, 2023

File No. 024-11584

Ladies and Gentlemen:

RSE Collection, LLC (the “Company”) is submitting this supplemental letter (the “Supplemental Response Letter”) as a follow up to the Company’s response letter, dated May 16, 2023 (the “Initial Response”), which responded to the comment letter dated May 11, 2023 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Post-Qualification Amendment No. 28 to its Offering Statement on Form 1-A (File No. 024-11584) filed with the Commission on April 14, 2023 (the “Offering Statement”). In connection with the Initial Response, the Company also filed with the Commission Post-Qualification Amendment No. 29 to the Offering Statement (“PQA No. 29”).  This Supplemental Response Letter provides additional information with respect to comments 1, 7 and 8 of the Comment Letter.

For the Staff's convenience, the original comments 1, 7 and 8 of the Comment Letter are repeated herein in bold, and the Company’s supplemental response is set forth immediately below. Unless otherwise defined herein, capitalized terms used in this Supplemental Response Letter and not otherwise defined are used with the meanings assigned to such terms in the Offering Statement.

Securities and Exchange Commission

May 31, 2023

Page 2

Post Qualification Amendment No. 28 to Form 1-A filed April 14, 2023

There is currently no active trading market..., page 12

1.You disclose that you may elect for certain Series Interests not to trade in secondary transactions, and that you are not allowing certain series to trade on the PPEX ATS. Please tell us the reason for restricting secondary trading in particular interests. Please also clarify whether the restriction relates only to trades on the PPEX ATS or whether it extends to any secondary transaction, including private sales or transfers. Please also clarify on your website that secondary transactions are restricted for certain interests, as the website, including the FAQ, suggests that secondary trading is available for all interests.

7.We note that your website indicates that your advisory board, senior staff and investors "bring experience from some of the world’s leading companies and institutions, including Facebook, Barclays, Robinhood, New York University, Mecum Auctions, StockTwits, Boston Consulting Group, Algar Ferrari, and Gartner Research." However, your disclosure on page 77 indicates that you do not have any employees, and the biographies for members of your advisory board do not indicate that the advisors have experience at the companies listed. Please advise.

8.Please reconcile the disclosure on your website which suggests that Rally is a platform for secondary trading with disclosure in the 1-A stating that secondary trading occurs through the PPEX ATS. We note extensive descriptions on the website of Live Trading on Rally, that Rally's platform allows buyers and sellers to place BIDs and ASKs on assets, and references to Rally Market Hours. However, your disclosure says that no secondary trading will occur on the platform, and indicates that frequency and duration of the periods of time during which PPEX will match offers to buy and sell will be determined by NCPS.

Supplemental Response: The Company advises the Staff that the rallyrd.com website (the “Website”) will be updated as soon as practicable on a temporary basis to remove or revise, as noted below, certain material that was the subject of comments 1, 7 and 8 of the Comment Letter.  The temporary updates include:

·removing from public access certain questions and answers in the “FAQ” portion1 of the Website relating to secondary trading and the experience of the advisory board, senior staff and investors;

·revising Section 2 of the Terms and Conditions of Service & Privacy Policy (“Terms of Service”);2 and

1 https://rallyrd.com/faq/.  Certain other revisions of content unrelated to secondary trading will be made to the FAQ portion of the Website alongside the temporary updates.

2 https://rallyrd.com/privacy/.

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Securities and Exchange Commission

May 31, 2023

Page 3

·revising content appearing in the “About Rally” section of the Website’s homepage3 and the Disclaimer4 to clarify the limited role of the Rally Platform as a user interface by which users may access the PPEX ATS for secondary trading.

The Company is making these temporary updates to the Website in order to expedite the Staff’s review of PQA No. 29 while the revisions proposed by the Company herein relating to the Platform’s role in secondary trading are reviewed by the Staff.

The Company’s proposed permanent revisions to the Website are reflected in the mark-up of portions of the Website, which is attached to this Supplemental Response Letter as Exhibit A5 (the “Proposed Changes”).  The Company will not publish the proposed changes to the “FAQ” section of the Website until the Staff has indicated that its review of the Proposed Changes has concluded.  Any additional changes to the Terms of Service, “About Rally” section and/or the Disclaimer will be made as needed based on discussions with the Staff.

We appreciate your consideration of the supplemental response provided herein and look forward to hearing from you.  If you have any questions or comments regarding this Supplemental Response Letter, please call the undersigned at 413-822-9740.  Thank you very much for your attention to this matter.

Very truly yours,

/s/ Christopher Bruno

Christopher Bruno

Chief Executive Officer & President,
RSE Markets, Inc.

cc:Maximilian Niederste-Ostholt, RSE Collection, LLC

Timothy W. Gregg, Esq., Maynard Nexsen PC

Lori B. Metrock, Esq., Maynard Nexsen PC

3 https://rallyrd.com/#section1.

4 https://rallyrd.com/disclaimer/.

5 For the avoidance of doubt, the Proposed Changes as reflected on Exhibit A include all changes the Company proposes to make on a permanent basis to the Website, not just those change relating to secondary trading.

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Exhibit A

Mark-Up of Proposed Changes to Website

FAQ (https://rallyrd.com/faq/)

About Rally

What is Rally?

Through Rally allows , people are able to invest in premium quality collectible assets through a simple mobile app and website. Our team of experts hand selects select each investment opportunity and we . We then acquire the assets. They are then securitized—turned , securitize them (turning them into equity shares — ), and made make them available to investors, who can create custom diversified portfolios by holding stakes in multiple assets and asset classes.

How does it work?

We acquire rare collectible assets collectibles that we believe are appropriately priced and will increase in value over time. We share all key information about the assets with you through our user-friendly mobile platform, including provenance and ownership history, photos and videos, and market prices for as well as past sales of comparable assets. If you like what you see, you can invest in each specific asset.

Your trust and safety is important to us, so we partner with FINRA registered broker-dealers who confirm investor identities, issue shares, and oversee all transactions. We also invest with alongside you on every investment offering, so you can be sure we are incentivized to select great assets and manage them with a focus on long-term returns.

Who owns the assets?

All of the assets are owned by held by one of our subsidiary companycompanies, RSE Collection, LLC, RSE Archive, LLC or RSE Innovation, LLC. When you invest in an asset, you become a shareholder in a specific sub-company that owns a specific assetasset through one of these sub-companies.

Where are the assets kept?

The assets are securely stored in our purpose-builtstate-of-the-art, climate-controlled east coast facilityfacilities. They are monitored by trained local staff and are kept under 24/7 video surveillance.Wine, however, is stored at Cult Wines, LCB Melksham: a bonded warehouse outside of London.

What types of securities do you offer on the Rally platform?

Rally only offers securities that are regulated by the U.S. Securities & Exchange Commission (the “SEC”) to protect our investors. You can find additional information on the specific SEC regulations that we rely upon, here, here and here.

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Important Note: At this time our securities are offered for sale through a registered broker-dealer (and member of FINRA & SIPC) that is licensed in all 50 U.S. states.

Who are you guys?

Our founders, Chris, Rob & Max, are three life-long friends, who have always followed the collector car market, made some great investments, missed out on some others, but never felt like we had an access lane to get inside the velvet rope. They set out to leverage their experience as a tech entrepreneur, product designer and investment banker to democratize alternative asset investing, and ensure that it keeps up with the times and continues to engage future generations.

Rally is fortunate to have industry experts on our team who keep us abreast of key developments and ensure we maintain best practices. Our advisory board includes leaders in both the collectible and financial fields, and our senior staff and investors bring experience from some of the world’s leading companies and institutions, including Facebookacross tech, Barclays, Robinhood, New York University, Mecum Auctions, StockTwits, Boston Consulting Group, Algar Ferrari, and Gartner Researchfinance, and academia.

How are the assets selected?

We factor rarity, significance, history, originality, value, condition and additional data-driven factors into every decision we make to acquire these collectible assets. We look for best-in-class assets and investigate whether they have been properly maintained or restored. We’re always working to find great assets for you our community and we keep a database of appealing target assets so that we can act fast when they become available at the right price. Our offering is eclectic so there are options for different tastes, time horizons and investment strategies.

Can I register for Rally as a US business?

Businesses located and operating in the United States may be eligible for a business account on Rally and are evaluated on a case by case basis. For inquiries related to registering as a business on Rally, please reach out to hello@rallyrd.com.

How can I submit an offer to buy one of the assets?

You are able to submit a buyout offer directly through the app! If the asset you wish to submit an offer for has already opened for its first secondary trading window, you will be able to click the “Want to buy this asset? Let’s talk” button at the bottom of the asset’s home page!

I have an asset I think would be a great fit for Rally — can I list it on your site?

Please feel free to visit our asset submission site at https://rallyrd.com/sell-with-rally/   to submit any items you think would be a good fit for the Rally platform. Our asset acquisition team will reach out directly if there is potential interest in the asset!

What are the Rally NFTs?

A limited number of investors in various series LLCs that are affiliates of Rally Holdings LLC (collectively, the “Rally Entities”) may be eligible to purchase a

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Rally NFT, each of which may take the form of a digital graphic available in a variety of unique designs with varying rarity.  The Rally NFTs are randomized at checkout, meaning that a purchaser can be assigned a Rally NFT design at random during the checkout process.  Purchasers of the Rally NFTs will receive their Rally NFTs within 72 hours of purchase, delivered to the wallet of their choosing.

What do the Rally NFTs represent?

The Rally NFTs are commemorative only and memorialize participation in a particular offering of a Rally Entity.  The first Rally NFTs were sold in connection with the offering of Series #PUNK9670 of RSE Archive, LLC and took the form of a digital hologram labeled as a “stock certificate.”  The Rally NFTs do not represent an ownership interest in any series of any of the Rally Entities or any of their underlying assets, including any NFTs owned by the Rally Entities, do not provide a right to receive any distributions made by any series of any of the Rally Entities, and do not guarantee the right to participate in any future offerings of interests in any of the Rally Entities.

Are there any rights or perks associated with ownership of the Rally NFTs?

Holders of the Rally NFTs may from time to time receive free merchandise, access to special events or promotional items, at Rally’s discretion. Like all Rally investors, holders of a Rally NFT may occasionally receive early access to offerings on the platform, but no such access is guaranteed. You must hold the Rally NFT at the time any such perk is granted in order to have the right to any perk associated with the Rally NFTs.

Will Rally offer NFTs in the future?

Rally may sell Rally NFTs or other commemorative items or merchandise in connection with future offerings or otherwise.

Using Rally

How do I invest?

During an asset’s initial offering , you simply click on the ‘Buy Shares’ button at the bottom of that asset’s portal to participate in the Initial Offering of shares, select the number of shares you wish to purchase, and complete the investor on-boarding questionnaire. You will be asked to provide some personal and financial information (as required by law) and to link a bank account and deposit funds to pay for your shares. Upon receipt and acceptance of investment documents from you and your co-investors, our broker-dealer will close the offering and process the transaction.

For Trading Assets, the process is very similar, however but you can only place orders to buy shares (“BIDs”) or orders to sell shares (“ASKs”) during open trading windows, and you will be required to decide at any time. During this order flow simply select the maximum price per share that you are willing to pay or minimum you are willing to accept (a “limit order”).  However, no matching of buyers and sellers will occur outside of market hours (10:30AM - 4:30PM, Monday – Friday).

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Who can invest?

Anyone over 18 with a U.S. Social Security number (that passes standard know-your-customer and anti-money-laundering checks), Bank Account, ID, and address within the contiguous United States is eligible to invest, but the app itself is free and open to everyone.

If you want to invest through a company or partnership, please contact us at support@rallyrd.com. Unfortunately, we are not able to accept investments through ERISA or IRA plans at this time.

Important Note: At this time our securities are offered for sale through a registered broker-dealer (and member of FINRA & SIPC) that is licensed in all 50 U.S. states.

Can I invest from outside the United States?

At this time, Rally is only available to individuals with a United States SSN, bank account, identification, and an address within the contiguous United States.

We’re committed to making Rally available for as many users as possible around the world, and will be sure to keep you updated on our progress here.

If I invest, can I see the assets?

Our All of our assets are museum -quality, for investment purposes only, so we treat them like artaccordingly. That means top-notch security, insurance, and state-of-the-art facilities. Our showro