Correspondence 0001812859-24-000005 from RSE Innovation, LLC (CIK 0001812859)
RSE Innovation, LLC (CIK 0001812859)
Date: Feb. 23, 2024 · CIK: 0001812859 · Accession: 0001812859-24-000005
AI Filing Summary & Sentiment
File numbers found in text: 024-11612
Referenced dates: February 16, 2024
Letter
RSE Innovation. Response Letter (February 2024) (07126796-2).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
201-564-0493
February 23, 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. 10 to Form 1-A
Filed February 9, 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 February 16, 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. 10 to its Offering Statement on Form 1-A (File No. 024-11612) publicly filed with the Commission on February 9, 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 is filing Post-Qualification Amendment No. 11 to the Offering Statement (“PQA No. 11”) together with this Response Letter.
For your convenience, each 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 23, 2024
Page 2
Post-Qualification Amendment No. 10 Filed February 9, 2024
Management
Responsibilities of the Asset Manager, page 77
1.We note your revised disclosure on page 77. Please revise to disclose that pursuant to the Asset Management Agreement, Domain X must pre-approve any sale, transfer, or conveyance of the asset(s). Additionally, please revise to disclose what would happen in a scenario where RSE wants to sell, transfer, or convey the asset(s), but Domain X does not. Finally, please add risk factor disclosure that addresses the related risks, including an explanation of Domain X's level of control over the asset(s) it manages and the potential risk(s) to investors.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has revised the disclosure on page 77 of PQA No. 11 to state that pursuant to the applicable Asset Management Agreements, Domain X must pre-approve any sale, transfer, or conveyance of the Underlying Assets of the Series for which it is Asset Manager. Additionally, the Company has added disclosure, also on page 77 of PQA No. 11, disclosing the outcome of a scenario where RSE Innovation, LLC wants to sell, transfer, or convey the asset(s), but DomainX does not.
Finally, the Company has added risk factor disclosure on pages 22 and 29–32 of PQA No. 11, addressing the material risks associated with DomainX’s level of control over the asset(s) it manages and potential risks to investors.
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
Show Raw Text
CORRESP 1 filename1.htm RSE Innovation. Response Letter (February 2024) (07126796-2).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 201-564-0493 February 23, 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. 10 to Form 1-A Filed February 9, 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 February 16, 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. 10 to its Offering Statement on Form 1-A (File No. 024-11612) publicly filed with the Commission on February 9, 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 is filing Post-Qualification Amendment No. 11 to the Offering Statement (“PQA No. 11”) together with this Response Letter. For your convenience, each 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 23, 2024 Page 2 Post-Qualification Amendment No. 10 Filed February 9, 2024 Management Responsibilities of the Asset Manager, page 77 1.We note your revised disclosure on page 77. Please revise to disclose that pursuant to the Asset Management Agreement, Domain X must pre-approve any sale, transfer, or conveyance of the asset(s). Additionally, please revise to disclose what would happen in a scenario where RSE wants to sell, transfer, or convey the asset(s), but Domain X does not. Finally, please add risk factor disclosure that addresses the related risks, including an explanation of Domain X's level of control over the asset(s) it manages and the potential risk(s) to investors. Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has revised the disclosure on page 77 of PQA No. 11 to state that pursuant to the applicable Asset Management Agreements, Domain X must pre-approve any sale, transfer, or conveyance of the Underlying Assets of the Series for which it is Asset Manager. Additionally, the Company has added disclosure, also on page 77 of PQA No. 11, disclosing the outcome of a scenario where RSE Innovation, LLC wants to sell, transfer, or convey the asset(s), but DomainX does not. Finally, the Company has added risk factor disclosure on pages 22 and 29–32 of PQA No. 11, addressing the material risks associated with DomainX’s level of control over the asset(s) it manages and potential risks to investors. 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