SEC Comment Letter for RSE Archive, LLC (REAES) (CIK 0001768126) — Apr 17, 2020
RSE Archive, LLC (REAES) (CIK 0001768126)
Date: April 17, 2020 · CIK: 0001768126 · Accession: 0000000000-20-003336
AI Filing Summary & Sentiment
File numbers found in text: 024-11057
Letter
April 16, 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. 5 Filed April 1, 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. Offering Statement on Form 1-A Post-Qualification Amendment No. 5 Liquidity Platform, page 105 1.Please revise your disclosure to indicate the Series which have been provided trading windows on the Liquidity Platform.
Notes to Consolidated Financial Statements, page F-13 2.Please explain to us and disclose as appropriate your accounting for the Asset Seller's interest in the underlying asset of each of the #71 Mays and #Honus series and your/the series' minority interest in the #Honus asset.
FirstName LastNameChristopher Bruno Comapany NameRSE Archive, LLC April 16, 2020 Page 2 FirstName LastName Christopher Bruno RSE Archive, LLC April 16, 2020 Page 2 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. 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 202-551-3342 or Erin Jaskot, Legal Branch Chief at 202-551-3442 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services
Show Raw Text
April 16, 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. 5
Filed April 1, 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.
Offering Statement on Form 1-A Post-Qualification Amendment No. 5
Liquidity Platform, page 105
1.Please revise your disclosure to indicate the Series which have been provided trading
windows on the Liquidity Platform.
Notes to Consolidated Financial Statements, page F-13
2.Please explain to us and disclose as appropriate your accounting for the Asset Seller's
interest in the underlying asset of each of the #71 Mays and #Honus series and your/the
series' minority interest in the #Honus asset.
FirstName LastNameChristopher Bruno
Comapany NameRSE Archive, LLC
April 16, 2020 Page 2
FirstName LastName
Christopher Bruno
RSE Archive, LLC
April 16, 2020
Page 2
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.
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 202-551-3342
or Erin Jaskot, Legal Branch Chief at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services