SEC Company Response from Collectable Sports Assets, LLC (CIK 0001804446) — Jul 5, 2022
Collectable Sports Assets, LLC (CIK 0001804446)
Date: July 5, 2022 · CIK: 0001804446 · Accession: 0001829126-22-014080
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File numbers found in text: 024-11178
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CORRESP
1
filename1.htm
Collectable
Sports Assets, LLC
333
Westchester Avenue
Suite
W21000
White
Plains, NY 10604
July
5, 2022
U.S.
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC. 20549
Attn: Jennie Beysolow
Re:
Collectable
Sports Assets, LLC
Offering
Statement on Form 1-A
Post-qualification
Amendment No. 21
Filed:
May 31, 2022
File
No. 024-11178
Ladies
and Gentlemen:
We
hereby submit the response of Collectable Sports Assets, LLC (the “Company”) to the June 30, 2022 letter from the
staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect
to the Company’s Post-Qualification Amendment No. 21 to its Offering Statement on Form 1-A (the “Offering Statement”).
For
the convenience of the Staff, the Staff’s comment is included and is followed by the Company’s response. Unless
the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company
on a consolidated basis.
Post-qualification
Amendment to Form 1-A No. 19 filed May 31, 2022
General
1.
We
note your disclosure under “Notification of Acquisitions or Dispositions of Underlying Assets” for the estimated use
of proceeds for each “blind pool” offering that “[u]pon the purchase or sale of any Underlying Asset for or owned
by the Series, we will report information regarding the purchase or sale of the Underlying Asset with the SEC on a Current Form on
Form 1-U as well as post that information on our website and, to the extent required, supplement or amend this Offering Circular.”
Please clarify whether it is your intention to purchase the assets for your “blind pool” offerings before this offering
is qualified. Once your underlying asset is identified, please update the relevant sections in your offering circular, including
the underlying assets, the terms of the securities, the plan of distribution, the minimum amount and maximum number of series interests,
and the use of proceeds. Please note that your offering statement will not be qualified unless the underlying asset has been identified.
Response:
We respectfully request that the Staff reconsider and modify or withdraw this comment. We advise you that we do not intend to select
or purchase assets for any of the “blind pool” offerings before the offering statement is qualified and we begin to offer
those series. The future selection and purchase of specific assets is the essence of a “blind pool” offering; hence the inclusion
of the typical risk factors and other disclosures that would accompany “blind pool” offerings. We are not aware of any regulation
or interpretation that would prevent the offering statement from being qualified prior to the selection and purchase of underlying assets.
Nothing in Regulation A precludes a blind pool offering as indicated by the following example:
https://www.sec.gov/Archives/edgar/data/1751158/000175115820000067/jtinvest1-1xaxpos20200910.htm.
Accordingly,
we request that prior identification of the underlying assets in the blind pool offerings not be a condition to qualification of the
Offering Statement.
United
States Securities and Exchange Commission
July
5, 2022
Page
2
2.
We
note your disclosure that “[a]fter the close of the escrow period, each class of shares will be sold at the then-current transaction
price, which will generally be the prior month’s NAV per share for such class.” Please revise throughout the offering
statement to fix the price for the duration of the offering. Refer to Rule 251(d)(3)(ii) of Regulation A.
Response:
We also respectfully request that the Staff reconsider and modify or withdraw this comment. The disclosure that is referenced
appears only in what we refer to as the “Curated” portfolios, which, unlike the single asset series, will have the
ability to purchase and sell numerous memorabilia items over an indeterminate time period. Subject to the three-year limit set forth
in Rule 251(d)(3)(i)(F), we would continue to offer units in those series; however, the price of units offered and sold after assets
were acquired (or sold) by a series would by necessity have to change in order not to advantage new purchasers over current holders
or vice versa (e.g., dilute then-existing unitholders). Please note that we do state in each of the Curated Portfolio Estimated Use
of Proceeds that “Upon the purchase or sale of any Underlying Asset for or owned by the Series, we will report information
regarding the purchase or sale of the Underlying Asset with the SEC on a Current Form on Form 1-U as well as post that information
on our website and, to the extent required, supplement or amend this Offering Circular.” It is our intention to supplement the
offering statement each time that a new NAV is established with a supplement such as the following example:
https://www.sec.gov/Archives/edgar/data/1751158/000175115821000016/jti1-form253g2xq12021nav.htm.
If
we are required to supplement or amend the Offering Circular whenever we change the offering price as described, we will do so;
however, that is not a reason to not qualify the Offering Statement at this time.
We
await further response from the Staff; however, if you are in agreement with our responses, we would request that the Commission approve
the qualification of the Offering Statement as soon as is practicable.
We
would be pleased to discuss this response with the Staff if you thought that desirable. Please feel free to contact the undersigned
at (858) 245-2955 or our counsel, Gary M. Brown at (615) 390-7230.
Sincerely,
Collectable
Sports Assets, LLC
By:
CS Asset Manager, LLC, its managing member
By:
/s/
Jarod Winters
Jarod
Winters
COO
cc:
Gary
M. Brown