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United States securities and exchange commission logo
May 12, 2023
Christopher Bruno
Chief Executive Officer
RSE Innovation, LLC
446 Broadway, 2nd Floor
New York, NY 10013
Re:RSE Innovation, LLC
Post Qualification Amendment No. 5 to Form 1-A
Filed April 17, 2023
File No. 024-11612
Dear Christopher 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. 5 to Form 1-A filed April 17, 2023
The PPEX ATS is the only venue for secondary..., page 20
1.You disclose that the PPEX ATS is the only venue for secondary trading.  Please clarify
whether investors are required to use the PPEX ATS for all secondary trading, and are not
permitted to conduct resales outside of PPEX.
Plan of Distribution and Subscription Procedure, page 42
2.You disclose that you may offer directly to certain Investors a significant portion of the
interest in any given series without the aid of the platform and prior to the platform-based
offering.  You also state that within two calendar days of the qualification date of an
offering, you may sell some of the interests on a limited basis.  Please tell us whether you
can sell all of the interests in a series outside of the platform or on a limited basis, or
whether you reserve any of the interests for sale on the platform.

 FirstName LastNameChristopher Bruno
 Comapany NameRSE Innovation, LLC
 May 12, 2023 Page 2
 FirstName LastName
Christopher Bruno
RSE Innovation, LLC
May 12, 2023
Page 2
Fees and Expenses, page 47
3.Please add a discussion of the Success Fee.  Please also indicate how you determine the
sourcing fee for the underlying assets for RSE Innovation.
Compensation of the Operating Manager, page 76
4.Please disclose here, and elsewhere as appropriate, whether an Operating Partner has been
engaged for any of the Series offered by RSE Innovation.  If so, please file any agreement
between the company and the Operating Partner, and include a materially complete
description of the agreement in the registration statement.
General
5.Please reconcile the disclosure on your website which suggests that Rally is a platform for
secondary trading with disclosure in the 1-A stating that secondary trading occurs through
the PPEX ATS.  We note extensive descriptions on the website of Live Trading on Rally,
that Rally's platform allows buyers and sellers to place BIDs and ASKs on assets, and
references to Rally Market Hours.  However, your disclosure says that no secondary
trading will occur on the platform, and indicates that frequency and duration of the periods
of time during which PPEX will match offers to buy and sell will be determined by NCPS.
6.We note that the initial closing of each series will occur at the earlier of (i) the date
subscriptions for the maximum offering amount for a series have been accepted or (ii) a
date determined by the Manager in its sole discretion. On page 44 you disclose that the
Manager and the BOR will review the subscription documentation completed and signed
by an investor and that you reserve the right to reject any subscriptions, in whole or in
part, for any or no reason. Additionally, it appears you reserve the right to withdraw any
offering of a series at any time prior to closing. As it appears that you have an
undetermined time to process subscription requests and can reject a subscription for any
reason and may terminate the offering even after the minimum offering threshold has been
met, please provide us your analysis as to whether your offering should be considered to
be a delayed offering and not a continuous offering within the meaning of Rule
251(d)(3)(i)(F) of Regulation A.
7.We note that your website indicates that your advisory board, senior staff and investors
"bring experience from some of the world’s leading companies and institutions, including
Facebook, Barclays, Robinhood, New York University, Mecum Auctions, StockTwits,
Boston Consulting Group, Algar Ferrari, and Gartner Research."  However, your
disclosure beginning on page 76 indicates that you do not have any employees, and the
biographies for members of your advisory board do not indicate that the advisors have
experience at the companies listed.  Please advise.

 FirstName LastNameChristopher Bruno
 Comapany NameRSE Innovation, LLC
 May 12, 2023 Page 3
 FirstName LastName
Christopher Bruno
RSE Innovation, LLC
May 12, 2023
Page 3
            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.
            Please contact Scott Anderegg at 202-551-3342 or Erin Jaskot at 202-551-3442 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services