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RSE Collection. Response to SEC Comment Letter Received June 16, 2023 (06891065-9).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

June 23, 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. 29 to Form 1-A

Filed May 16, 2023

File No. 024-11584

Ladies and Gentlemen:

This letter is being submitted by RSE Collection, LLC (the “Company”) in response to the comment letter dated June 16, 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. 29 to its Offering Statement on Form 1-A (CIK No. 0001688804; File No. 024-11584) publicly filed with the Commission on May 16, 2023 (the “Offering Statement”).  This letter contains the Company’s responses to the Comment Letter.  The Company has amended the Offering Statement and is filing Post-Qualification Amendment No. 30 to the Offering Statement (“PQA No. 30”) together with this response letter.

For your convenience, each comment is repeated below in bold, followed by the Company’s response.  Unless otherwise defined herein, capitalized terms used in this letter and not otherwise defined are used with the meanings assigned to such terms in the Offering Statement.

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Securities and Exchange Commission

June 23, 2023

Page 2

Post Qualification Amendment No. 30 to Form 1-A filed May 16, 2023

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

1.We note your revised disclosures in response to comments 1 and 2. Please augment your risk factor disclosures to make it clear that secondary trading may occur outside the PPEX ATS.

Response:  The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has augmented its risk factor disclosures on pages 12 and 18 of PQA No. 30 to clarify that, despite the Company’s partnership with PPEX ATS as the primary venue for secondary trading of Series Interests, it is not the exclusive manner by which secondary market trading may occur.  For instance, secondary market trading could occur on the OTC Markets without the involvement of the PPEX ATS.

Regulation of Exchanges, page 64

2.Please revise your disclosure in this section to explain how the platform facilitates secondary trading, and explain specifically what actions are included in such facilitation. Please clarify whether users may offer to buy and sell interests on the platform, or if this is done instead directly on PPEX. Please also clarify what it means that all trading activity is “directed by Investors in their sole discretion.”

Response:  The Company has revised the “Regulation of Exchanges” section in accordance with the Staff’s comment to clarify the role of the Platform in connection with secondary trading.  As reflected in the revised disclosure, Rally’s role is limited to serving as an interface between Investors and the PPEX ATS and the Executing Broker, Dalmore.  That is, the only actions performed by the Platform in connection with secondary trading are (1) receiving orders from Investors, who enter their order on the Platform using either the Rally website or app, (2) routing those orders via the Executing Broker to the PPEX ATS, (3) displaying and confirming information regarding the execution and settlement of secondary market transactions based on information received from NCPS (via the Executing Broker) and Drivewealth, respectively, and (4) providing an interface by which Investors can supply information in order to open brokerage accounts with the Executing Broker and the Custodian and a cash account with Dwolla.  Further, as discussed below in the response to Comment 4, we have established certain limited rules setting parameters for orders submitted through the Platform.

The revised disclosure further clarifies that though offers to buy and sell Interests are input by Investors on the Platform, the offers are immediately routed to the PPEX ATS for matching.  Investors cannot offer to buy or sell Interests directly on the PPEX ATS.  Finally, the Company has revised this section to clarify the intended purpose of the disclosure regarding trading activity being “directed by Investors in their sole discretion,” which is to confirm that the decision whether to engage in secondary market trading is left solely to the individual Investors, and that any such decision is neither encouraged nor discouraged by the Company, its affiliates, or its third-party service providers.

Securities and Exchange Commission

June 23, 2023

Page 3

General

3.Please tell us how your YouTube and facebook videos comply with the conditions of Rule 255(b).

Response: The Company has reviewed all of the videos uploaded to the Company’s YouTube and facebook pages during the twelve months preceding the date of this Response Letter (fourteen videos in all) and, based on such review, respectfully advises the Staff that it does not believe that Rule 255(b) applies to those videos.  Rule 255(a) applies the conditions of Rule 255(b) only to communications made “[a]t any time before the qualification of an offering statement.”  All of the videos relate only to Underlying Assets of Series whose Offerings had been previously qualified at the time the videos were published.  Therefore the videos are not within the scope of Rule 255(a), and the conditions of Rule 255(b) do not apply.  Additionally, the Company acknowledges the requirements of Rule 255 and hereby affirms that it will continue not to publish videos or other online content relating to Series until after the related Offering has been qualified by the Commission or else the Company will comply with Rule 255.

4.We note your response to comment 8 as well as the mark-up of proposed changes to your website. Please revise the description of secondary trading to name the person or entity that is responsible for each action you describe. For example, where you talk about matching and/or executing orders, please indicate precisely who takes these actions. Please also tell us who sets the market hours and who sets certain of the rules for trading, such as ASKs cannot be below 30% of an asset's last executed trade, or an investor may not simultaneously have open BIDs and ASKs.

Response:  The Company acknowledges the Staff’s comment and advises the Staff that the Company will revise the “FAQ” section of its website (the “FAQs”) accordingly.  The additional changes that the Company proposes to make to the FAQs are reflected on Exhibit A to this letter, which shows changes from the FAQs as presented in the Company’s Supplemental Response Letter to the Staff dated May 31, 2023.  The revised disclosures are intended to identify and further clarify the roles of the various persons with respect to each of the actions described in the FAQs.  As has been discussed in conversations with the Staff, the Company will not publish the proposed changes to the portion of the FAQs relating to secondary trading until the Staff has indicated that its review of the FAQs has concluded.

Additionally, in response to the specific questions asked by the Staff in the comment, the Company confirms that, as reflected in the revised FAQs, the PPEX ATS sets the market hours for trading.  With respect to the rules that “ASKs cannot be below 30% of an asset’s last executed trade” and that “an investor may not simultaneously have open BIDs and ASKs,” as well as a rule that Interests purchased in a secondary transaction must be held for five business days before they can be resold (as discussed in the FAQs), these rules were established by Rally and were intended to prevent potential market manipulation and provide for more orderly trading.

Securities and Exchange Commission

June 23, 2023

Page 4

If you have any questions or comments regarding this response, 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

Exhibit A

Additional Mark-Up to Rally Website FAQs

About Rally

What is Rally?

Through Rally, people are able to invest in premium quality collectible assets through a simple mobile app and website. Our team of experts hand select each investment opportunity. We then acquire the assets, securitize them (turning them into equity shares), and 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 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, 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 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 held by one of our subsidiary companies, RSE Collection, LLC, RSE Archive, LLC or RSE Innovation, LLC. When you invest in an asset, you become a shareholder in a specific asset through one of these sub-companies.

Where are the assets kept?

The assets are securely stored in our state-of-the-art, climate-controlled facilities. They are monitored by trained local staff and are kept under 24/7 video surveillance.

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.

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.

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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, across tech, finance, 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 our community and we keep a database of 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 appApp! If the asset you wish to submit an offer for has already opened for secondary trading, 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 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.

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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, but you can place orders to buy shares (“BIDs”) or orders to sell shares (“ASKs”) at any time. During this order flow simply 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