SEC Comment Letter 0000000000-23-010406 to Jukebox Hits Vol. 1 LLC (CIK 0001974755)
Jukebox Hits Vol. 1 LLC (CIK 0001974755)
Date: Sept. 21, 2023 · CIK: 0001974755 · Accession: 0000000000-23-010406
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United States securities and exchange commission logo
September 20, 2023
Samuel Thacker
President of Double Platinum Management LLC
Jukebox Hits Vol. 1 LLC
10000 Washington Blvd,
Suite 07-134
Culver City, CA 90232
Re:Jukebox Hits Vol. 1 LLC
Amendment No. 1 to Draft Offering Statement on Form 1-A
Submitted August 22, 2023
CIK No. 0001974755
Dear Samuel Thacker:
We have reviewed your amended draft offering statement 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 providing the requested information and either submitting
an amended draft offering statement or publicly filing your offering statement on EDGAR. 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 draft offering statement or filed offering statement and the information you provide in
response to these comments, we may have additional comments.
Amendment No. 1 to Draft Offering Statement on Form 1-A submitted August 22, 2023
General
1.We note your response to comment 4 and partially reissue the comment. Please further
revise the platform to indicate, as you do in your Offering Circular, that investors should
be prepared to hold their Royalty Shares for an indefinite period of time and there can be
no assurance that the Royalty Shares will ever be saleable through an ATS or any
alternative platform.
2.We note your response to comment 6, including your statement that “[e]xcept in instances
where an artist is the Income Interest Owner, Jukebox Co. and the Company do not
require (nor intend to seek) the consent of any artists in order to acquire Income Interests
related to such artist’s work(s) or to include related series of Royalty Shares in the
FirstName LastNameSamuel Thacker
Comapany NameJukebox Hits Vol. 1 LLC
September 20, 2023 Page 2
FirstName LastName
Samuel Thacker
Jukebox Hits Vol. 1 LLC
September 20, 2023
Page 2
Offering.” Please revise or advise to reconcile your response with Mr. Cohen’s statement
in the Music Business Worldwide article dated September 11, 2023 that “[w]e [Jukebox]
wanted to defy this industry norm [not seeking consent] and actively go out of our way to
make the recording artists aware of the listings on our marketplace.” Please revise your
Offering Circular to disclose, if true, that the Company intends to seek the consent of
artists prior to offering Royalty Shares corresponding to their music on the Jukebox
Platform, and address any associated legal and/or operational risks.
3.We refer to the section of the Jukebox Platform titled "FAQ" and the question "What is
JKBX ["Jukebox"]?" Please revise to remove the reference to music royalties as an
alternative asset class that has historically outperformed the S&P 500, as it is inconsistent
with the disclosures in your Offering Circular and suggests a current market for the
Royalty Shares.
4.We refer to the section of the Jukebox Platform titled “How It Works.” Please revise the
platform to remove any suggestion that there is a current market for the Royalty Shares.
In this regard, we note the statement that JKBX “[p]rovides a marketplace to invest in
Royalty Shares.”
5.We refer to the section of the Jukebox Platform titled “Explore,” which appears to have
been added recently that shows 97 music listings. We note that for each individual music
asset the platform includes disclosures such as market cap, estimated Royalty Share yield,
and average revenue. Please tell us the basis for these figures along with any underlying
assumptions. We may have further comment.
6.We note your responses to comments 12, 20, 24, and 25. Please be advised that we may
have additional comment(s) after reviewing the administrative services agreement by and
between Jukebox Co. and the Manager.
Cover page
7.Please revise your cover page to clarify that the offering price of the Royalty Shares was
arbitrarily determined by the Manager and that the price bears no relationship to any
established criteria for valuing the Royalty Shares.
You may contact Jeffrey Lewis at 202-551-6216 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related matters. Please
contact Benjamin Holt at 202-551-6614 or David Link at 202-551-3356 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction