SecProbe.io

December 18, 2024
Christopher J. Bruno
Chief Executive Officer & President
RSE Innovation, LLC
40 Howard Street, Suite 215
New York, NY 10013
Re:RSE Innovation, LLC
Post-Qualification Amendment No. 14
Filed December 3, 2024
File No. 024-11612
Dear Christopher J. Bruno:
            We have reviewed your amendment and have the following comment(s).
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Amendment No. 14 to Offering Statement on Form 1-A Filed December 3, 2024
General
1.We note that your testing-the-waters materials describe the underlying asset of Series
#STEGO as a "Full Stegosaurus Skeleton" and a "complete Stegosaurus Skeleton" and
your statement that "[a]s the team continues to dig and catalog additional bones,
they've signaled a strong likelihood of increasing that figure to 75% or
greater." However, your disclosure on page B-8 of the offering circular states that you
have "an expectation of achieving at least 70% completeness by the conclusion of the
excavation, though no assurance can be made that the excavation will reach this level
of completeness" and your risk factor disclosure on page 39 states that "many steps in
the process could damage components of the Underlying Asset" and "components of
the Underlying Asset may be damaged in the course of preparing it for
presentation." Please reconcile your characterization of the completeness of the
skeleton and revise the offering circular or testing-the-waters materials as applicable.
We note the statement in your testing-the-waters materials that "[a]s an investor, you
have the exclusive privilege to influence crucial decisions. Vote on asset sales, 2.

December 18, 2024
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auctions, exits, and dividend allocation, ensuring your voice is heard. Experience the
true essence of ownership as you actively participate in shaping the future of your
investments." However, we note your statement in the offering circular on page 91
that "[t]he Investor does not have any voting rights as an Interest Holder in the
Company or a Series except with respect to: (i) the removal of the Manager; (ii) the
dissolution of the Company upon a for-cause removal of the Manager; and (iii) an
amendment to the Operating Agreement ... ." Please reconcile.
3.We note your testing-the-waters materials state that your objective is to bring the fully
mounted, museum-ready skeleton to market within approximately 18-24 months.
Please revise your offering circular to disclose your current intentions to sell the asset
within that time frame.
            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 Stephen Kim at 202-551-3291 or Suying Li at 202-551-3335 if you
have questions regarding comments on the financial statements and related matters. Please
contact Cara Wirth at 202-551-7127 or Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Tim Gregg