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CORRESP
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Ms.
Jan Woo, Legal Branch Chief

Ms.
Anna Abramson, Staff Attorney

Office
of Technology

Division
of Corporation Finance

US
Securities and Exchange Commission

Washington,
D.C. 20549

July 18,
2023

 Re: RoyaltyTraders
LLC

Offering
Statement on Form 1-A

Post-Qualification Amendment No. 6

Filed June 14, 2023

File
No. 024-11532

Dear
Ms. Woo:

We
acknowledge receipt of the comments in the letter dated July 11, 2023 from the staff of the Division of Corporation Finance (the
“Staff”) regarding the post-qualification amendment to the offering statement of RoyaltyTraders LLC (the “Company”),
which we have set out below, together with our responses.

Post-Qualification
Amendment No. 6 to Offering Statement on Form 1-A

Risk
Factors, page 5

 1. Please
                                            revise your registration statement to include a Risk Factor summary as required by Item 3(b)
                                            of Form 1-A.

The
Company has amended its disclosures to include a Risk Factor summary.

Investor
Perks

NFT Perk, page 20

 2. Please
                                            provide us with your detailed legal analysis as to why your “NFT Perk” program
                                            through OneOf does not involve the offer and sale of securities within the meaning of Section 2(a)(1)
                                            of the Securities Act of 1933, the offer and sale of which should be registered under the
                                            Act. Your analysis should address the NFTs themselves and the program
or ecosystem through which the NFTs are being issued. See Gary Plastic Packaging Corp. v. Merrill Lynch, Pierce, Fenner & Smith,
Inc., 756 F.2d 230 (2d Cir. 1985).

The
Company has evaluated the NFT Perk project and believes that the NFTs does not involve the offer and sale of securities. Section 2(a)(1)
of the Act defines the term “security” as one of various types of instruments, including any “note, stock, . . . bond”
or “investment contract.” As SEC Staff have stated in its “Investment Contract” Analysis of Digital Assets, both
the Commission and courts frequently apply the “investment contract” analysis set forth by the U.S. Supreme Court in Howey
to determine whether unique or novel instruments or arrangements, such as digital assets, are securities subject to the federal securities
laws. Under Howey, an “investment contract” exists when there is an agreement, contract or scheme involving an investment
of money in a common enterprise with a reasonable expectation of profits to be derived from the efforts of others. 328 U.S. 293, 299
(1946). In considering the qualities of a transaction, courts look to the “economic reality” of the transaction and “what
character the instrument is given in commerce by the terms, the plan of distribution, and the economic inducements held out to the prospect.”
Finhub, Framework for “Investment Contract” Analysis of Digital Assets (the “Framework”), Section
II.C (Apr. 3, 2019), https://www.sec.gov/corpfin/framework-investment-contract-analysis-digital-assets.

Investment
of Money. The first prong of the Howey test is whether there is an offer of money in exchange for the purported investment.
While it could be argued that obtaining the NFT requires an exchange of money, because the individual must first exchange money and purchase
SongVest’s Royalty Share Units, see SEC v. Rubera, 350 F.3d 1084, 1091 (9th Cir. 2003) (finding that purchases packaged
with service agreements were considered together in determining whether there was an investment contract), the OneOf NFT is an optional,
free add-on for which no money is exchanged or conditions required. OneOf does not receive any consideration from the SongVest Royalty
Share Unit purchasers. Nor should it reasonably be said that the inclusion of the optional NFT increases the SongVest price. The OneOf
NFT is simply an image minted onto the blockchain. It does not provide any royalties or rights to its holder. Inclusion of the optional,
free add-on NFT should not increase the sales price or cost basis of the SongVest securities being offered. Finally, while courts have
found that an exchange of a service equates to an exchange of money, the provision of personal information in the process of claiming
the OneOf NFT should not constitute “consideration” provided to OneOf by the purchaser.

Common
Enterprise. In order to satisfy the “common enterprise” aspect of the Howey test, federal courts require either
“horizontal commonality” or “vertical commonality.” Horizontal commonality exists when “each individual
investor’s fortunes [are tied] to the fortunes of the other investors by the pooling of assets, usually combined with the pro-rata
distribution of profits.” Revak v. SEC Realty Corp., 18 F.3d 81, 87-88 (2d. Cir. 1994). Vertical commonality exists when
“the fortunes of the investor are interwoven with and dependent upon the efforts and success of those seeking the investment or
of third parties.” Id. A key consideration in the common enterprise analysis is whether the investors share an economic
stake in the underlying asset or pool of funds. In Gary Plastic Packaging Corp. v. Merrill Lynch, Pierce, Fenner & Smith, Inc.,
for example, the Second Circuit determined that, “[b]y investigating issuers, marketing the CDs, and creating a secondary market,
Merrill Lynch was engaged in a common enterprise within the meaning of Howey.” 756 F.2d 230, 240 (2d Cir. 1985).

Here,
there is no marketing by OneOf and there is no horizontal commonality among NFT holders and OneOf as there is no secondary trading of
these NFTs and thus no profits. NFT holders do not benefit from the economics relating to any other OneOf NFTs. Neither
is there likely to be vertical commonality, as—even if secondary trading were allowed, and it is not—the “fortunes
of the [commemorative NFT holder] are [not] interwoven with and dependent upon the efforts and success of” OneOf or SongVest. An
NFT holder does not accrue benefits from the unrelated success of OneOf, any other NFT holder, or the success of the OneOf marketplace
as a whole. Neither is there commonality between NFT holders/OneOf and SongVest, as there is no correlation between the prices paid for
SongVest Royalty Share Units or for the royalty stream and the [potential] price of a OneOf NFT – which is free.

    2

Reasonable
Expectation of Profits. Whether NFT holders have a reasonable expectation of profits or other financial returns is a fact-specific
inquiry focused on the substance of the transaction and the manner in which the asset is offered and sold. In assessing whether there
is an expectation of profit, a court will look at how the product was promoted or marketed to determine what purchasers were led to expect.
The SEC’s Framework provides guidance that the more the following characteristics are present, the more likely it is that
there is an expectation of profit:

 ● The
                                            digital asset gives the holder rights to share in the enterprise’s income or profits;

 ● The
                                            digital asset gives the holder rights to dividends or distributions;

 ● The
                                            digital asset is transferable or traded on or through a secondary market or platform;

 ● Purchasers
                                            reasonably would expect that an AP’s efforts will result in capital appreciation;

 ● The
                                            digital asset is offered broadly to potential purchasers; and

 ● The
                                            digital asset is offered and purchased in quantities indicative of investment intent.

In
Gary Plastic, the plaintiff’s investment in Merrill Lynch’s CD program was motivated by the expectation of a return
of cash investment, the potential for price appreciation due to interest rate fluctuations, and the liquidity of highly negotiable instruments.
756 F.2d at 240. But the factors are absent here. Although the SongVest purchaser may have a reasonable expectation of profits from the
Royalty Share Units, the NFT is only a “commemorative digital collectable” without any potential profit or value. The NFT
holders do not share in OneOf’s income or profits, the NFT is not transferrable, OneOf will not undertake any efforts to increase
the value of the NFT (which is free and non-transferable, and thus should be value-less), and is not offered broadly to potential purchasers
but is a free perk to SongVest Royalty Share Unit purchasers.

Reliance
on the Managerial Efforts of Others. To satisfy Howey’s requirement that an investor’s reasonable expectation
of profit be derived from the managerial efforts of the promoter, sponsor, or other third party, “the efforts made by those other
than the investor [must be] the undeniably significant ones, those essential managerial efforts which affect the failure or success of
the enterprise” rather than the performance or routine or ministerial tasks. SEC v. Glenn W. Turner Enters., 474 F.2d 476,
482 (9th Cir. 1973). In Gary Plastic, Merrill Lynch received a commission for its services, which included providing a secondary
market and cultivating a large group of banks desiring to borrow money. Therefore, a significant portion of the customer’s investment
depended on Merrill Lynch’s managerial and financial expertise. 756 F.2d at 240.

While
it is true that the OneOf NFTs will exist as a result of OneOf’s website and platform, and in this limited sense, NFT holders rely
on the efforts of OneOf, the commemorative NFT will continue to exist on the blockchain independent of the efforts of OneOf. Moreover,
and because there is no secondary trading, no efforts of OneOf to maintain its platform will inure to the benefit of commemorative NFT
holders or result in the NFT’s increase in value (if any). Still further, the OneOf marketplace is already operational,
the creation and delivery of the NFTs to SongVest will have already occurred by the time the songshare purchaser chooses the free NFT,
and because there is no exchange of money between the purchaser and OneOf, there will not be any funds provided by the purchaser to the
development of the marketplace.

    3

 3. Please
                                            provide your analysis explaining why the value of the NFTs offered in connection with the
                                            purchase of each RSU in the offering should not count towards the aggregate offering price.

As
noted in the above analysis under Comment #2, the NFT is simply an image minted onto the blockchain. It does not provide any royalties
or rights to its holder. Inclusion of the optional, free add-on NFT should not increase the sales price or cost basis of the Royalty
Share Units being offered, or count towards the aggregate offering price.

 4. Please
                                            provide a materially complete description of the NFTs offered through the OneOf platform,
                                            including whether there are any perks or benefits flowing from holding the NFTs. Please expand
                                            your disclosure to explain whether there are any differences in the NFTs to be issued on
                                            the Tezos blockchain.

As
stated above, there are no perks or benefits flowing from holding the NFTs. The NFTs are merely an image minted onto the blockchain.
In this regard, the Company believes it has provided a materially complete description of the NFTs in its description of them as a digital
collectible in the offering circular. Further, Tezos is merely an open-source blockchain programing language for the blockchain on which
the images are minted. The utilization of Tezos does not confer any differences to the NFTs than if a different programming language
was used.

The
Company’s Business

Overview
of Our Company, page 52

 5. We
                                            note your disclosure that record labels are provided with “tools and strategies enabled
                                            by the SongVest Platform to collectively promote albums” and that this promotion could
                                            potentially further the success of a release and generate more revenue. Please describe how
                                            the SongVest platform is utilized to achieve these goals.

The
Company has amended its disclosure to provide additional descriptions of the functionality available to artists and labels.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations Emerging Growth Company, page 58

 6. Disclosure
                                            here indicates that you will qualify as an emerging growth company and that this will be
                                            significant if and when you become subject to the ongoing reporting requirements of the Securities
                                            Exchange Act of 1934. Please revise to clarify whether you intend to register a class of
                                            securities under Section 12 of the Exchange Act and whether you intend to do so by filing
                                            a Form 10 or a Form 8-A in connection with this offering statement. To the extent
                                            you intend to become an Exchange Act reporting company in connection with this offering,
                                            please revise to briefly summarize your Exchange Act reporting obligations. Otherwise, please
                                            revise to briefly summarize your reporting obligations as a Tier 2 Regulation A issuer and
                                            remove all references to an initial public offering.

The
Company has amended its disclosure to make clear that it does not intend to become an Exchange Act reporting company. Rather, the Company
has included this information in the absence of having a check box in the Form 1-A to ensure that investors understand that if the
Company were to become an Exchange Act reporting company, it would elect to rely on the exemptions from certain disclosure requirements
available to Emerging Growth Companies.

    4

Part
II and III

Management’s
Discussion and Analysis of Financial Condition and Results of Operations Issuances of Equity, page 60

 7. You
                                            disclose that the Simple Agreements for Future Equity (SAFEs) are convertible “at the
                                            option of the company” upon an equity financing in which up to $5.0 million in proceeds
                                            are received. On page F-14 you disclose that the SAFEs will “automatically convert”
                                            into Conversion Units upon the closing of the next equity financing or in the event of a
                                            company transaction prior to the next equity financing, which ever comes first. Please revise
                                            to clarify these apparent inconsistencies and revise your disclosures to address the following:

 ● Explain
                                            what is meant by “next equity financing” or “Company transaction”
                                            as it relates
to the conversion of such SAFEs and whether conversion is at the option of the company or automatic.

 ● Disclose
                                            how the Conversion Units will be determined.

 ● Clarify
                                            whether there have been any conversions into equity as of the date of this Offering Statement
                                            and if so, th