SEC Comment Letter for RSE Archive, LLC (REAES) (CIK 0001768126) — Mar 6, 2020
RSE Archive, LLC (REAES) (CIK 0001768126)
Date: March 6, 2020 · CIK: 0001768126 · Accession: 0000000000-20-002065
AI Filing Summary & Sentiment
File numbers found in text: 024-11057
Letter
March 6, 2020 Christopher Bruno President RSE Archive, LLC 250 Lafayette Street, 3rd Floor New York, NY 10012 Re:RSE Archive, LLC Offering Statement on Form 1-A Post-Qualification Amendment No. 4 Filed February 7, 2020 File No. 024-11057 Dear Mr. 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. Post Qualification Amendment No. 4 to Form 1-A Filed February 7, 2020 Risk Factors We have no financial statements., page 35 1.You state here you have not provided financial statements. We note prior of your series have closed and presumably are operating, and you have acquired and made down payments for assets underlying open and upcoming series. In view of the preceding, please provide financial statements in compliance with paragraphs (b)(3) and (4) and (c)(1) of Part F/S of Form 1-A. In so doing, please tell us and disclose what your intended fiscal year end is. Liquidity Platform, page 105 2.Please file your agreement with Drive Wealth, LLC as an exhibit. Please also supplementally tell us the current status of your Liquidity Platform.
FirstName LastNameChristopher Bruno Comapany NameRSE Archive, LLC March 6, 2020 Page 2 FirstName LastName Christopher Bruno RSE Archive, LLC March 6, 2020 Page 2 3.We note your cross-reference to the "Description of Interests Offered -- Transfer Restrictions." We are unable to locate this section. Please revise to include the appropriate disclosure. 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 Stringer, Staff Accountant at 202-551-3272 or Doug Jones, Staff Accountant at 202-551-3309 if you have questions regarding comments on the financial statements and related matters. Please contact Scott Anderegg, Staff Attorney at 202-551-3272 or Erin Jaskot, Legal Branch Chief at 202-551-3442 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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March 6, 2020
Christopher Bruno
President
RSE Archive, LLC
250 Lafayette Street, 3rd Floor
New York, NY 10012
Re:RSE Archive, LLC
Offering Statement on Form 1-A Post-Qualification Amendment No. 4
Filed February 7, 2020
File No. 024-11057
Dear Mr. 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.
Post Qualification Amendment No. 4 to Form 1-A Filed February 7, 2020
Risk Factors
We have no financial statements., page 35
1.You state here you have not provided financial statements. We note prior of your series
have closed and presumably are operating, and you have acquired and made down
payments for assets underlying open and upcoming series. In view of the preceding,
please provide financial statements in compliance with paragraphs (b)(3) and (4) and
(c)(1) of Part F/S of Form 1-A. In so doing, please tell us and disclose what your intended
fiscal year end is.
Liquidity Platform, page 105
2.Please file your agreement with Drive Wealth, LLC as an exhibit. Please also
supplementally tell us the current status of your Liquidity Platform.
FirstName LastNameChristopher Bruno
Comapany NameRSE Archive, LLC
March 6, 2020 Page 2
FirstName LastName
Christopher Bruno
RSE Archive, LLC
March 6, 2020
Page 2
3.We note your cross-reference to the "Description of Interests Offered -- Transfer
Restrictions." We are unable to locate this section. Please revise to include the
appropriate disclosure.
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 Stringer, Staff Accountant at 202-551-3272 or Doug Jones, Staff
Accountant at 202-551-3309 if you have questions regarding comments on the financial
statements and related matters. Please contact Scott Anderegg, Staff Attorney at 202-551-3272
or Erin Jaskot, Legal Branch Chief at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services