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December 6, 2023
Christophe Vattier
Managing Member
MANSE USA LLC
100 Bogart Street
Brooklyn, New York 11206
Re:MANSE USA LLC
Amendment No. 2 to Draft Offering Statement on Form 1-A
Submitted November 1, 2023
CIK No. 0001982659
Dear Christophe Vattier:
            We have reviewed your amended offering statement and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 offering statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 6, 2023 letter.
Amendment No. 2 to Draft Offering Statement on Form 1-A
Risk Factors
Our business model operates in a context where the regulation..., page 6
1.We note your response to comment 1.  Please further revise to clarify whether the Roys
are issued and/or transferred using distributed ledger or blockchain technology.
The Company's Business
Overview, page 9
2.Where you refer to the success of the MANSE France business, revise to acknowledge
that there is no assurance that your business model will achieve similar results.

 FirstName LastNameChristophe Vattier
 Comapany NameMANSE USA LLC
 December 6, 2023 Page 2
 FirstName LastName
Christophe Vattier
MANSE USA LLC
December 6, 2023
Page 2
The Talents, page 9
3.We note your responses to comments 3 and 4 that while the algorithm is the same across
all Roys, regardless of the associated Talent, the yield payments will be unique to a
specific Talent, as they are calculated based on the commercial successes of each Talent.
In this regard, we continue to believe that you will need to qualify a separate class of Roys
for each Talent.  It appears that you intend to qualify one class of Roys associated
with Nick Kyrgios.  Tell us whether you intend to qualify additional classes of Roys in
this offering associated with other Talents before qualification of this offering circular or
in the future via post-qualification amendments, and if so, revise your offering structure
and disclosure accordingly.  Remove your references to the Talents with whom Manse
France has entered into Talent Agreements if you have no intention of offering Roys for
such Talents or revise to provide additional information about each such Talent in this
Offering Circular.  In addition, we note the defined term "Class" in Exhibit 6.1 means "the
class of this Agreement as shown on the Information Sheet; Classes include regular Roys
for which no specific mention is made on the Information Sheet and Roys with the option
of Instant Redemption."  Please tell us whether you intend to issue certain Roys with
redemption rights and Roys without redemption rights, how you will differentiate between
such Roys, and disclose this feature in your filing.
4.We reissue comment 4.  Please include specific, detailed disclosure in your filing
regarding each Talent associated with each class of Roys you intend to sell in this
offering.  In this regard, it appears you are attempting to qualify at least one class of Roys
associated with Nick Kyrgios.  Revise to include some background regarding this Talent
in the filing.  To the extent you will add a class of Roys for each of the Talents identified
in Appendix I of your response letter dated September 6, 2023, include comparable
disclosure for each Talent.  File as an exhibit the Talent Agreement you enter into with
each Talent.  To the extent that you will add classes of Roys for other Talents sourced by
the Company, confirm that you will disclose such Talents prior to seeking qualification.
Characteristics of a Roy, page 15
5.We note your revised disclosure in response to comment 5 and reissue in part.  Disclose
that an investor who purchases a Roy will earn yearly a minimum yield of $0.40 and a
maximum of $1, and during the Roy’s 10-year term, a Roy holder will receive a total yield
between 40 cents and $10 per Roy.  In this regard, we note that you have only disclosed
the yearly $0.40 yield.
The Algorithm, page 16
6.We note your response to comment 13 and reissue our comment.  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

 FirstName LastNameChristophe Vattier
 Comapany NameMANSE USA LLC
 December 6, 2023 Page 3
 FirstName LastName
Christophe Vattier
MANSE USA LLC
December 6, 2023
Page 3
remove this disclosure.  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
to investors.  In this regard, it appears the summary you have included as Exhibit 6.6 only
details how you create a valuation for a specific Talent, but it does not explain a specific
algorithm or how a yield payment is determined.  Clarify if each Talent will have a
different algorithm, and if so, disclose each specific algorithm in this filing.
Roy Redemptions, page 18
7.Clarify that you have limited resources available to redeem Roys, as you seem to suggest
elsewhere in your offering circular, and explain how the redemption feature will operate.
If redemption is not assured and is subject to your discretion, state as much. Explain what
you will do with the Roys that are redeemed.
The Company and Management, page 19
8.We note your disclosure in response to comment 2 regarding your anticipated additional
sources of income.  Please revise to provide more detail about each line of business,
including whether you have any customers or contracts in place.  In addition, disclose the
assumptions underlying the projected future revenue for each.
9.We note your response to comment 6 and reissue our comment.  Disclose the price
formula described in Appendix 2 of Exhibit 6.1 in your filing, rather than including a
cross reference to the exhibit.
General
10.We note your response to comment 8 and reissue our comment, as it now appears only the
Company will be able to purchase Roys from investors on the platform.  If true, please
revise your statements throughout your filing where you state that the price of the Roys
will fluctuate based on level of sales to clarify that the price will fluctuate based on level
of repurchases made by the Company, such as on your cover page. Remove all references
to the ability to "trade" Roys and acknowledge that the Roys have limited liquidity and
investors should be prepared to hold on to their investment for an indefinite period of
time. Clarify what you mean on page 9 where you say that "After purchasing a Roy, the
price as calculated by the price formula contained in the Roy contract fluctuates based on
the volume of sales, which should be impacted by yield levels among other factors, such
as the investor’s view of the future prospects of the Talent," page 10 where you say that
"All of the Roys associated with the Talents that currently participate on the trading
platform that are engaged by MANSE France will be available to the Company’s users
through the Company’s platform," and on page 15 where you say "Subsequent investors
purchase Roys at the price indicated by the price formula " and "After introduction, users
may acquire and hold the number of Roys that they wish," if repurchases may only be
made by the Company.

 FirstName LastNameChristophe Vattier
 Comapany NameMANSE USA LLC
 December 6, 2023 Page 4
 FirstName LastName
Christophe Vattier
MANSE USA LLC
December 6, 2023
Page 4
11.We note your response to comments 9 and 12, as well as your previous related responses.
While we do not have any further comments at this time regarding your responses, please
confirm your understanding that our decision not to issue additional comments should not
be interpreted to mean that we either agree or disagree with your responses, including any
conclusions you have made, positions you have taken and practices you have engaged in
or may engage in.
12.We note your response to comment 10.  Clarify whether the company would resell the
Roys to third parties after redemption, and if so, disclose that any subsequent resales by
the Company would be considered a primary offering of Roys that would count towards
the $75 million cap for Tier 2 offerings.
13.We note your response to comment 17 and reissue our comment.  Your response
acknowledges that the commercial performance of the Talent impacts the yield
calculation.  In this regard, please provide your analysis as to whether each Talent should
be considered a co-issuer of Roys under this framework, including under
the Howey test, and if not, explain why not.  Your response should include a materially
complete description of the compensation paid to each talent, including the circumstances
under which talents receive Roys, and whether there is any ongoing compensation and
whether any of the proceeds of the offering are used to pay talents.
14.We note your response to comment 15 and reissue our comment.  We continue to believe
that MANSE USA is functionally issuing securities on behalf of MANSE France by virtue
of the sublicense agreement given that it appears that the only difference between the
Roys issued by MANSE France and you is the issuer, at least with respect to the Talents
you have in common. In this regard, tell us how the Roys issued by MANSE France differ
from the Roys to be issued by you with respect to the same Talent. Given that MANSE
International controls MANSE France and you, tell us why MANSE USA should not be
treated as the alter ego of MANSE France.  Please revise your analysis to address this,
including a description of consideration MANSE France will receive for sublicensing
certain Talent IP to MANSE USA. File as an exhibit a form of the Primary Agreement, as
such term is defined in the Master Agreement, MANSE France has entered into with each
Talent.
15.We are still considering your response to comment 16 and may have additional comments.
16.We reissue comment 18 as your response is too conclusory and does not adequately
provide the requested analysis with respect to whether the Company and its subsidiaries
meet the definition of an “investment company” under Section 3(a)(1)(A) of the
Investment Company Act of 1940 (the “Investment Company Act”).  Please provide a
detailed legal analysis regarding whether the Company and its subsidiaries meet the
definition of an “investment company” under Section 3(a)(1)(A) of the Investment
Company Act.  In your response, please address, in detail, each of the factors outlined in
Tonapah Mining Company of Nevada, 26 SEC 426 (1947) and provide legal and factual
support for your analysis of each such factor. Additionally, please tell us what exclusion

 FirstName LastNameChristophe Vattier
 Comapany NameMANSE USA LLC
 December 6, 2023 Page 5
 FirstName LastName
Christophe Vattier
MANSE USA LLC
December 6, 2023
Page 5
or safe harbor from the Investment Company Act you are relying on (if any) and provide
us with a detailed legal analysis (including relevant unconsolidated financial information
as of year-end December 31, 2022 and the most recent quarter-end 2023 available)
supporting your determination that the exclusion or safe harbor is available to you.
17.We reissue comment 19 as your response is too conclusory and does not adequately
provide the requested analysis with respect to whether the Company and its subsidiaries
meet the definition of an “investment company” under Section 3(a)(1)(C) of the
Investment Company Act.  Further, please provide a detailed legal analysis regarding
whether the Company or any of its subsidiaries meet the definition of an “investment
company” under Section 3(a)(1)(C) of the Investment Company Act. In your response,
please include all relevant calculations under Section 3(a)(1)(C), identifying each
constituent part of the numerator(s) and denominator(s).  Please also describe and discuss
any other substantive determinations and/or characterizations of assets that are material to
your calculations. Additionally, please tell us what exclusion or safe harbor from the
Investment Company Act you are relying on (if any) and provide us with a detailed legal
analysis (including relevant unconsolidated financial information as of year-end
December 31, 2022 and the most recent quarter-end 2023 available) supporting your
determination that the exclusion or safe harbor is available to you.
18.We reissue comment 20 as your response is too conclusory and does not adequately
provide the requested analysis with respect to whether or not the Company meets the
definition of an “investment adviser” as defined under the Investment Advisers Act of
1940 (the “Advisers Act”).  Please provide your detailed legal as to whether or not the
Company meets the definition of an “investment adviser” as defined under the Advisers
Act.  In your response, please address each of the three prongs of the “investment adviser”
definition in Section 202(a)(11) of the Advisers Act and identify the factual and legal
basis for your position on each of these three prongs, including citations to any applicable
law, regulation or other precedent.  When addressing the “compensation” prong of the
“investment adviser” definition, please also provide additional information about how
exactly the Company intends to be compensated for its services. If you believe that you
qualify for any exclusions or exemptions from “investment adviser” status, please identify
those exclusions or exemptions and provide detailed support for your position.
            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.