SecProbe.io

September 18, 2024
Christophe Vattier
Managing Member
MANSE USA LLC
100 Bogart Street
Brooklyn, New York 11206
Re:MANSE USA LLC
Amendment No. 6 to Draft Offering Statement on Form 1-A
Submitted August 9, 2024
CIK No. 0001982659
Dear Christophe Vattier:
            We have reviewed your amended draft offering statement and have the following
comment(s).
            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 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 draft offering statement or filed 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 August 5, 2024 letter.
Amendment No. 6 to Draft Offering Statement on Form 1-A
Characteristics of a Roy, page 10
1.We note your response to prior comment 2. With a view to providing enough information
so that investors can understand the limitation set forth in Rule 251(d)(2)(i)(C), please
consider providing an example of the operation of the investment limits on a hypothetical
investor.
The Algorithm, page 11
We note your revised disclosure in response to prior comment 3. In this regard, we note
the following statements:
•the "foregoing sources are each correlated to a given Talent’s probable future
income;"
"[a]ccounts with a higher follower counts on Instagram (and positive trends in •2.

September 18, 2024
Page 2
follower counts) command higher fees for sponsored (paid) posts;"
•the "level of engagement on each post (i.e., the amount of users who “like,” comment
on, or otherwise interact with a Talent’s Instagram post) also affects how much a
Talent can charge for a sponsored post on their profile, as higher engagement among
followers implies a greater likelihood of them engaging with the sponsored post;"
•the " number of sponsored posts made by a Talent directly numbers the amount of
sponsored posts that a Talent is selling to advertisers" and
•the "geographic provenance of followers also affects how much a Talent is able to
charge for a sponsored post, as followers from certain countries can be seen as more
“valuable” to advertisers, depending on the product or service being advertised."
Please provide the basis for these statements or qualify them as management's belief.
The Royaltiz.com Website, page 12
3.We note your reponse to prior comment 5. Please supplementally confirm your
understanding that securities offered pursuant to a continuous offering under Rule
251(d)(3)(i)(F) cannot be reserved for certain investors. In this regard, an issuer must be
willing and ready to offer all securities qualified pursuant to such provision within 2
calendar days of qualification.
4.We note that the illustrative sheet does not reflect the current terms of your offering.
Please supplementally confirm that any information available to investors will be updated
to accurately reflect the current terms of your offering and any restrictions on investors’
investments, such as the investment limits set forth in Rule 251(d)(2)(i)(C).
General
5.We note your disclosure that "[t]he monthly yield is equal to one-twelfth of the yearly
yield" and that "[y]ield payments are paid to holders of Roys on a monthly basis." We
also note that the "minimum yield for any Roy is 2% of the Roy’s nominal value . . . per
year." Please tell us what consideration you gave to clearly articulating the i) guaranteed
minimum monthly yield payments and ii) guaranteed minimum annual yield for any Roy
in your Participation Agreement. Alternatively, please advise where in the
Participation Agreement such discussion is available.
            Please contact Rucha Pandit at 202-551-6022 or Mara Ransom at 202-551-3264 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Simon Wood, Esq.