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August 4, 2023
Christophe Vattier
Managing Member
MANSE USA LLC
100 Bogart Street
Brooklyn, New York 11206
Re:MANSE USA LLC
Draft Offering Statement on Form 1-A
Filed July 11, 2023
CIK No. 0001982659
Dear Christophe Vattier:
            We have reviewed your 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.  Please refer to Rule 252(d) regarding the public filing requirements for non-public
submissions, amendments and correspondence.  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 your amended draft offering statement or filed offering
statement and the information you provide in response to these comments, we may have
additional comments.
Draft Offering Statement on Form 1-A
Cover Page
1.Please disclose here, in your offering summary, and your description of business that the
company intends to use revenue from the sale of Roys to make yield payments on the
Roys, as you state on page 4, and explain what you mean by "revenue" generated from
Roys. If you are referring to the proceeds received from your offering of Roys, explain the
purpose of the algorithm that you state sets the yield if the overall amount of any yield is
ultimately dependent upon the success of your primary offering. Clearly state, if true, that
the total amount of yield on each Roy is limited to the amount invested by the investor on
each Roy after expenses, or $0.60.

 FirstName LastNameChristophe Vattier
 Comapany NameMANSE USA LLC
 August 4, 2023 Page 2
 FirstName LastNameChristophe Vattier
MANSE USA LLC
August 4, 2023
Page 2
Risk Factors
Roys are fixed term contracts, page 5
2.Elaborate upon the terms in which Roys can be terminated earlier than the 10 year
expiration date.
The remuneration attaching to Roys..., page 5
3.Revise this risk factor to clarify, if true, that where you refer to "remuneration" you are
referring to the yields on the Roys.  Further clarify your statements that "Roy prices are
set via the price calculation formula..." and that "prices are allowed to fluctuate freely" as
these statements appear to conflict and also appear to relate to the secondary price of the
Roy, not the yield, and the price at which Roys trade on the secondary market does not
appear to be the focus of this risk factor.
The Company's Business
The Talents, page 9
4.We note your disclosure that the company currently has only one talent engaged.  Please
revise your filing to identify and describe the talent that is currently engaged and any
Talent contracted with MANSE France.  Please also tell us whether the Roys you intend
to sell in this offering will relate to that single talent, or if the company plans to sell Roys
in this offering relating to additional identified talents, and if so, how you intend to
identify such talents.  Explain how Roys will be associated with a particular Talent and
differentiated from other Talents, as your disclosure seems to suggest.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
20
5.We note your indication that your primary source of operating revenue going forward will
be the proceeds from this offering. Given that your primary activity will be the issuance of
Roys, as well as investing and re-investing in Roys, tell us why you should not be
considered an investment company required to register under the Investment Company
Act of 1940.
General
6.We note your disclosure that participants can offer to sell or trade Roys to other
participants on the trading platform at royaltiz.com at the then-prevailing price.  We also
note your disclosure that MANSE Plateforme SAS operates the platform.  Please provide
us your analysis as to the applicability of Exchange Act Rule 3b-16 to the activities
contemplated by the platform, and tell us whether you or MANSE Plateforme SAS has
registered as a broker-dealer or, if not, why not.
7.Explain how the MANSE Liquidity Pool operates to stand in for a buyer or seller in order
to create a liquid market for the Roys.  Elaborate upon what you mean by the ability of the

 FirstName LastNameChristophe Vattier
 Comapany NameMANSE USA LLC
 August 4, 2023 Page 3
 FirstName LastNameChristophe Vattier
MANSE USA LLC
August 4, 2023
Page 3
pool to step in "at least initially" and discuss the "certain circumstances" and the "certain
conditions determined by you" in which an affiliate of yours may step in to offer such
liquidity.  Distinguish your "Instant Liquidity" feature from your Liquidity Pool. Tell us
how the "Instant Liquidity" feature and the Liquidity Pool do not run afoul of Regulation
M.
8.We note your disclosure that "although some details about how the algorithm operates
will be made available to Roy holders as addressed below in section titled 'The
Company’s Business,' or otherwise made publicly available, we will not disclose all
details about the operation of the algorithm so investment decisions will have to be made
without that information."  Please remove this disclosure and include a description of the
algorithm in the appropriate places throughout your filing, including Exhibit 6.5, or tell us
why the algorithm is not material.
9.We note your disclosure that you intend to disclose changes in the estimated yield
monthly.  Please clarify the manner in which you intend to relay such changes to
investors.
10.Throughout your filing, revise to clarify on what basis the yield will be paid (i.e., monthly,
annually, etc.), if known. In this regard, you seem to be conveying to investors the
assurance of a yield of at least 2% of the introductory price of the Roy but it is unclear
when investors will receive such amount, or future amounts.
11.We note that the Terms and Conditions filed as Exhibit 3.1 and the Participation
Agreement filed as Exhibit 6.1 to your offering statement reference two types of Roys,
Roys based on a Talent's Primary Income, and Roys based on a Talent's Performance.
Please disclose in your filing the kind of Roys you are offering. Also, because these
exhibits appear to apply to your affiliate and not to you, revise to provide exhibits that are
specific to the terms of the Roys you are offering.
12.In one place in your filing, you say that your users will be able to trade certain Roys in
relation to talents who have entered into agreements with MANSE France, but in another
place you say that you will have the right to offer all of the Roys associated with talents
who are currently engaged by MANSE France to your users.  Please revise to clarify
whether your users will be able to purchase Roys from MANSE France or from you in a
primary offering, and if so, whether those Roys are included in the 30,000,000 you are
seeking to qualify in this offering statement.  If you are offering or planning to offer Roys
already issued by MANSE France in a secondary offering, revise to clarify. Furthermore,
please also provide your analysis as to how this feature complies with Rule 251(b)(1) of
Regulation A.
13.It is not clear how the Roys you propose to issue should be characterized for purposes of
Rule 261(c) of Regulation A.  For example, the disclosure in the filing indicates that
"holders of Roys will not have many of the rights traditionally associated with holders of
debt instruments, nor will they have any of the rights traditionally associated with holders
of equity.  For example, holders of Roys will not receive a right to any repayment of

 FirstName LastNameChristophe Vattier
 Comapany NameMANSE USA LLC
 August 4, 2023 Page 4
 FirstName LastName
Christophe Vattier
MANSE USA LLC
August 4, 2023
Page 4
principal or interest, as might be expected under a traditional debt instrument.  Nor will
holders receive an interest in the profits or losses of the Company or any of its affiliates,
any rights to distributions from the Company, or any legal or contractual right to exercise
control over the operations or continued development of the Company or any affiliate,
which are rights typically afforded to equity holders."  In addition, as the yield payments
appear to be based on an algorithm, the Roys appear to have characteristics associated
security-based swaps.  Please provide us with your legal analysis as to how the Roys
should be appropriately characterized under Rule 261.
14.Please revise your website to include the legend and information required by Rule 255 of
Regulation A.
            Please contact Taylor Beech at 202-551-4515 or Mara Ransom at 202-551-3264 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Simon Wood, Esq.