SEC Company Response from RSE Archive, LLC (REAES) (CIK 0001768126) — Mar 31, 2020
RSE Archive, LLC (REAES) (CIK 0001768126)
Date: March 31, 2020 · CIK: 0001768126 · Accession: 0001768126-20-000006
AI Filing Summary & Sentiment
File numbers found in text: 024-11057
Referenced dates: March 6, 2020
Letter
Christopher Bruno
President
RSE Markets, Inc.
T 413-822-9740
chris@rallyrd.com
250 Lafayette Street, 3rd Floor
New York, NY 10012
347-952-8058
March 31, 2020
VIA EDGAR
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attn. Mara Ransom, Assistant Director
Re: RSE Archive, LLC
Offering Statement on Form 1-A Post-Qualification Amendment No. 4
Filed February 7, 2020
File No. 024-11057
Ladies and Gentlemen:
This letter sets forth the response of RSE Archive, LLC (the “Company”) to comments provided by the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) relating to the Company’s Offering Statement on Form 1-A Post-Qualification Amendment No. 4 (the “Offering Statement”) publicly submitted to the Commission on February 7, 2020, contained in the Staff’s letter, dated March 6, 2020 (the “Comment Letter”). The Company has revised the Offering Statement and is filing Post-Qualification Amendment No. 5 to the Company’s Offering Statement on Form 1-A (“Amended Offering Statement”) together with this response letter. The Amended Offering Statement reflects amended disclosure and updates in response to each of the Staff’s comments.
For the convenience of the Staff, the comments from the Comment Letter are restated in bold prior to the response to the comment. All references to page numbers and captions (other than those in the Staff’s comments) correspond to pages and captions in the Amended Offering Statement. The relevant changes to the disclosure we have made are underlined in the text below. 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 Amended Offering Statement. We are also sending, under separate cover, a marked copy of the Offering Statement showing changes to the Offering Statement.
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.
Response:
In response to the Staff’s comments, the Company has included audited financial statements for the fiscal year ended December 31, 2019 in the Amended Offering Statement.
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.
Response:
In response to the Staff’s comments, the Company has filed the custodian agreement with DriveWealth, LLC as an exhibit to the Amended Offering Statement. The current status of the Liquidity Platform is reflected in the disclosure in the Amended Offering Statement. As of the date of this written response, the Liquidity Platform has provided investors four defined trading windows for four discrete Series of the Company (relating to four Underlying Assets). The trading window for each Series was on a different calendar day.
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.
Response:
In response to the Staff’s comments, the Company has amended and restated this section in the Amended Offering Statement. This section was previously included in the Offering Statement using the incorporation by reference method.
Please feel free to call me with any questions at 413-822-9740.
Very truly yours,
/s/ Christopher Bruno
Show Raw Text
CORRESP 1 filename1.htm Christopher Bruno President RSE Markets, Inc. T 413-822-9740 chris@rallyrd.com 250 Lafayette Street, 3rd Floor New York, NY 10012 347-952-8058 March 31, 2020 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn. Mara Ransom, Assistant Director Re: RSE Archive, LLC Offering Statement on Form 1-A Post-Qualification Amendment No. 4 Filed February 7, 2020 File No. 024-11057 Ladies and Gentlemen: This letter sets forth the response of RSE Archive, LLC (the “Company”) to comments provided by the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) relating to the Company’s Offering Statement on Form 1-A Post-Qualification Amendment No. 4 (the “Offering Statement”) publicly submitted to the Commission on February 7, 2020, contained in the Staff’s letter, dated March 6, 2020 (the “Comment Letter”). The Company has revised the Offering Statement and is filing Post-Qualification Amendment No. 5 to the Company’s Offering Statement on Form 1-A (“Amended Offering Statement”) together with this response letter. The Amended Offering Statement reflects amended disclosure and updates in response to each of the Staff’s comments. For the convenience of the Staff, the comments from the Comment Letter are restated in bold prior to the response to the comment. All references to page numbers and captions (other than those in the Staff’s comments) correspond to pages and captions in the Amended Offering Statement. The relevant changes to the disclosure we have made are underlined in the text below. 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 Amended Offering Statement. We are also sending, under separate cover, a marked copy of the Offering Statement showing changes to the Offering Statement. 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. Response: In response to the Staff’s comments, the Company has included audited financial statements for the fiscal year ended December 31, 2019 in the Amended Offering Statement. 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. Response: In response to the Staff’s comments, the Company has filed the custodian agreement with DriveWealth, LLC as an exhibit to the Amended Offering Statement. The current status of the Liquidity Platform is reflected in the disclosure in the Amended Offering Statement. As of the date of this written response, the Liquidity Platform has provided investors four defined trading windows for four discrete Series of the Company (relating to four Underlying Assets). The trading window for each Series was on a different calendar day. 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. Response: In response to the Staff’s comments, the Company has amended and restated this section in the Amended Offering Statement. This section was previously included in the Offering Statement using the incorporation by reference method. Please feel free to call me with any questions at 413-822-9740. Very truly yours, /s/ Christopher Bruno Christopher Bruno cc: Scott Anderegg, Esq. Scott Stringer Donna Di Silvio Max Niederste-Ostholt, Chief Financial Officer, RSE Markets, Inc. Dean M. Colucci, Duane Morris LLP