Correspondence 0001688804-23-000013 from RSE Collection, LLC (RSRUS) (CIK 0001688804)
RSE Collection, LLC (RSRUS) (CIK 0001688804)
Date: July 21, 2023 · CIK: 0001688804 · Accession: 0001688804-23-000013
AI Filing Summary & Sentiment
File numbers found in text: 024-11584
Referenced dates: July 19, 2023
Letter
RSE Collection. Response to SEC Comment Letter Received July 19, 2023 (06920245-4).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
July 21, 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. 30 to Form 1-A
Filed June 26, 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 July 19, 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. 30 to its Offering Statement on Form 1-A (CIK No. 0001688804; File No. 024-11584) publicly filed with the Commission on June 26, 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. 31 to the Offering Statement (“PQA No. 31”) 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.
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
Securities and Exchange Commission
July 21, 2023
Page 2
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.
Response: The Company respectfully acknowledges the Staff’s comment and has accordingly added risk factor disclosure on pages 21-22 of PQA No. 31, addressing the material risks created if our belief that the Platform is not an exchange under Section 3(a)(1) of the Exchange Act is found to be incorrect. Additionally, we have revised the disclosure in the “Regulation of Exchanges” section on pages 65-66 to reflect those risks and to clarify the roles of the Platform and the Executing Broker in the process of routing orders to the PPEX. We have also made conforming changes throughout PQA No. 31 as necessary.
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
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CORRESP 1 filename1.htm RSE Collection. Response to SEC Comment Letter Received July 19, 2023 (06920245-4).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 July 21, 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. 30 to Form 1-A Filed June 26, 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 July 19, 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. 30 to its Offering Statement on Form 1-A (CIK No. 0001688804; File No. 024-11584) publicly filed with the Commission on June 26, 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. 31 to the Offering Statement (“PQA No. 31”) 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. 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 Securities and Exchange Commission July 21, 2023 Page 2 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. Response: The Company respectfully acknowledges the Staff’s comment and has accordingly added risk factor disclosure on pages 21-22 of PQA No. 31, addressing the material risks created if our belief that the Platform is not an exchange under Section 3(a)(1) of the Exchange Act is found to be incorrect. Additionally, we have revised the disclosure in the “Regulation of Exchanges” section on pages 65-66 to reflect those risks and to clarify the roles of the Platform and the Executing Broker in the process of routing orders to the PPEX. We have also made conforming changes throughout PQA No. 31 as necessary. 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