Correspondence 0001812859-24-000003 from RSE Innovation, LLC (CIK 0001812859)
RSE Innovation, LLC (CIK 0001812859)
Date: Feb. 12, 2024 · CIK: 0001812859 · Accession: 0001812859-24-000003
AI Filing Summary & Sentiment
File numbers found in text: 024-11612
Referenced dates: January 29, 2024
Letter
RSE Innovation. Response Letter (February 2024) Draft of 2.8.24 245pm.docx
Christopher Bruno
Chief Executive Officer & President
RSE Markets, Inc., the ultimate parent of RSE Innovation, LLC
T 413-822-9740
chris@rallyrd.com
446 Broadway, 2nd Floor
New York, NY 10013
347-952-8058
February 12, 2024
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Re: RSE Innovation, LLC
Offering Statement on Form 1-A
Post Qualification Amendment No. 9 to Form 1-A
Filed January 4, 2024
File No. 024-11612
Ladies and Gentlemen:
This letter is being submitted by RSE Innovation, LLC (the “Company”) in response to the comment letter dated January 29, 2024 (the “Comment Letter”), from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Post-Qualification Amendment No. 9 to its Offering Statement on Form 1-A (CIK No. 0001812859; File No. 024-11612) publicly filed with the Commission on January 4, 2024 (the “Offering Statement”). This letter (this “Response Letter”) contains the Company’s responses to the Comment Letter. The Company has amended the Offering Statement and has filed Post-Qualification Amendment No. 10 to the Offering Statement (“PQA No. 10”) in connection with this Response Letter.
For your convenience, the Staff’s comment is repeated below in bold, followed by the Company’s response. Unless otherwise defined herein, capitalized terms used in this Response Letter and not otherwise defined are used with the meanings assigned to such terms in the Offering Statement.
Securities and Exchange Commission
February 12, 2024
Page 2
Post Qualification Amendment No. 9 Filed January 4, 2024 Management
Asset Manager
Responsibilities of the Asset Manager
1.We note your statements that the Asset Manager is responsible for “[e]ngag[ing] third-party independent contractors for the care, custody, maintenance and management of the Underlying Assets” and “perform[ing] any other act necessary to carry out all asset management ... obligations.” Please provide specific examples of such duties and obligations to be carried out by DomainX in its role as Asset Manager of Series #URL5 and #URL6.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has added disclosure on page 77 of PQA No. 10 identifying specific examples of DomainX’s duties and obligations with respect to Series #URL5 and #URL6.
In addition, the Company has filed with PQA No. 10 an updated form of Asset Management Agreement with DomainX, which provides that approval by DomainX, as Asset Manager, is a necessary prerequisite to any sale, transfer, or conveyance of the relevant Underlying Asset. The form of Asset Management Agreement is otherwise unchanged (except for certain non-substantive conforming revisions).
If you have any questions or comments regarding this Response Letter, please call the undersigned at 413-822-9740. Thank you very much for your attention to this matter.
Very truly yours,
/s/ Christopher Bruno
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CORRESP 1 filename1.htm RSE Innovation. Response Letter (February 2024) Draft of 2.8.24 245pm.docx Christopher Bruno Chief Executive Officer & President RSE Markets, Inc., the ultimate parent of RSE Innovation, LLC T 413-822-9740 chris@rallyrd.com 446 Broadway, 2nd Floor New York, NY 10013 347-952-8058 February 12, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: RSE Innovation, LLC Offering Statement on Form 1-A Post Qualification Amendment No. 9 to Form 1-A Filed January 4, 2024 File No. 024-11612 Ladies and Gentlemen: This letter is being submitted by RSE Innovation, LLC (the “Company”) in response to the comment letter dated January 29, 2024 (the “Comment Letter”), from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Post-Qualification Amendment No. 9 to its Offering Statement on Form 1-A (CIK No. 0001812859; File No. 024-11612) publicly filed with the Commission on January 4, 2024 (the “Offering Statement”). This letter (this “Response Letter”) contains the Company’s responses to the Comment Letter. The Company has amended the Offering Statement and has filed Post-Qualification Amendment No. 10 to the Offering Statement (“PQA No. 10”) in connection with this Response Letter. For your convenience, the Staff’s comment is repeated below in bold, followed by the Company’s response. Unless otherwise defined herein, capitalized terms used in this Response Letter and not otherwise defined are used with the meanings assigned to such terms in the Offering Statement. Securities and Exchange Commission February 12, 2024 Page 2 Post Qualification Amendment No. 9 Filed January 4, 2024 Management Asset Manager Responsibilities of the Asset Manager 1.We note your statements that the Asset Manager is responsible for “[e]ngag[ing] third-party independent contractors for the care, custody, maintenance and management of the Underlying Assets” and “perform[ing] any other act necessary to carry out all asset management ... obligations.” Please provide specific examples of such duties and obligations to be carried out by DomainX in its role as Asset Manager of Series #URL5 and #URL6. Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has added disclosure on page 77 of PQA No. 10 identifying specific examples of DomainX’s duties and obligations with respect to Series #URL5 and #URL6. In addition, the Company has filed with PQA No. 10 an updated form of Asset Management Agreement with DomainX, which provides that approval by DomainX, as Asset Manager, is a necessary prerequisite to any sale, transfer, or conveyance of the relevant Underlying Asset. The form of Asset Management Agreement is otherwise unchanged (except for certain non-substantive conforming revisions). If you have any questions or comments regarding this Response Letter, please call the undersigned at 413-822-9740. Thank you very much for your attention to this matter. Very truly yours, /s/ Christopher Bruno Christopher Bruno Chief Executive Officer & President, RSE Markets, Inc. cc:Maximilian Niederste-Ostholt, RSE Innovation, LLC Timothy W. Gregg, Esq., Maynard Nexsen PC Lori B. Metrock, Esq., Maynard Nexsen PC