SecProbe.io

CORRESP
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600
Third Avenue, 42nd Floor, New York, NY 10016 ● (212) 684-0199

    September
    11, 2023
    Daniel
    L. McAvoy

    (212)
    413-2844

    (917)
    725-8511 Fax

    dmcavoy@polsinelli.com

VIA
EDGAR

Mr.
Brian Fetterolf

Mr.
Donald Field

United
States Securities & Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

Washington,
D.C. 20549

    Re:
    Vestible
    Assets, LLC

    Draft
    Offering Statement on Form 1-A

    Submitted
    July 28, 2023

    CIK
    No. 0001984345

Ladies
and Gentlemen:

On
behalf of our client, Vestible Assets, LLC (the “Company”), set forth below are the Company’s responses
to the comments of the Staff of the Division of Corporation Finance (the “Staff”) regarding the above-captioned
offering statement on Form 1-A (the “Offering Statement”). In connection with this letter, the Company is today
filing Amendment No. 1 to the Offering Statement (the “Amendment”) via EDGAR.

For
your convenience, each of the Staff’s comments included in its letter dated August 18, 2023 is reprinted below in italics, and
is followed by the Company’s response. Capitalized terms used and not defined herein have the meanings ascribed to such terms in
the Amendment.

Draft
Offering Statement on Form 1-A submitted on July 28, 2023

Risk
Factors

“There
is no way to guarantee that any individual player will produce sufficient (or any) professional sports income . . . .”, page 15

    1.
    Please
    provide, here or as a new risk factor, more robust disclosure highlighting that you will pay 80% of the proceeds from this offering
    to Browning and receive 1% of his future gross sports income, as you state on page 39. As appropriate, address the risk that it may
    take a significant amount of time for investors to recover their initial investment due to such terms.

RESPONSE:
The Company has expanded its disclosures on pages 15 and 21 of the Amendment to more clearly highlight the terms of the agreement with
Baron Browning.

    polsinelli.com

    Atlanta
Boston Chicago Dallas Denver Houston Kansas City Los Angeles Miami Nashville New York Phoenix Salt Lake City St. Louis San Diego San
Francisco Seattle Silicon Valley Washington, D.C. Wilmington Polsinelli PC, Polsinelli LLP in California

September 11, 2023

Page 2

Athlete
Overview, page 39

    2.
    Please
    refer to the second paragraph and the disclosure that “the remaining Brand Income available under Baron’s player contract
    with the Broncos will be $2,297,620, none of which is guaranteed. Baron’s contract with the Broncos will expire in 2025.”
    Please revise to quantify the amounts that the Series BDBR would be entitled to based upon the current Brand Agreement over the remaining
    term of the existing contract. Consider adding a chart or some other clear presentation so that investors can clearly understand
    the amounts payable to the Series BDBR per year under the Brand Agreement and any existing player contracts.

RESPONSE:
The Company has expanded its disclosures on page 39 of the Amendment to quantify the amounts to which Series BDBR would be entitled based
upon the current Brand Agreement over the remaining term of the existing contract.

General

    3.
    Please
    provide your analysis as to whether the Brand Agreement with Baron Browning, including your right to receive 1% of Baron Browning’s
    future gross sports income as a professional football player in the NFL, are “investment securities” as defined in Section
    3(a)(2) of the Investment Company Act. In your response, please include any relevant case law, no-action letters or other authorities.

RESPONSE:
The Investment Company Act of 1940 (the “Investment Company Act”) defines “investment securities”
to include all “securities” except for government securities or securities issued either by employees’ securities companies
or by certain majority-owned subsidiaries of the owner. The term “security” under the Investment Company Act includes a long
list of assets, including a number of specific types of instruments commonly considered to be securities (stock, promissory notes, etc.),
any “investment contract,” any “participation in any profit-sharing agreement” or any other instrument commonly
known as a security.1 As the definition of “security” under the Securities Act of 1933, as amended (the “Securities
Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Investment Company
Act are “virtually identical,” federal courts have indicated that interpretations of the term “security” under
one Act should be applicable to the other Acts. See SEC v. Edwards, 540 U.S. 389, 393 (2004), citing Reves v. Ernst & Young,
494 U.S. 56, 61 n.1 (1990) (holding that the term “security” under the Securities Act and the Exchange Act “may be
considered the same”); See also SEC v. Banner Fund Int’l, 211 F.3d 602, 614 (D.C. Cir. 2000) (holding that the definition
of the term “security” under the Investment Company is “virtually identical” to the definitions under the Securities
Act and the Exchange Act and that “elements of Howey [under the Securities Act] are also applicable to the 1940 Act.”).

The
Brand Agreements are not “securities” under the Investment Company Act, and thus not “investment securities”
as defined in Section 3(a)(2) of the Investment Company Act of 1940, because the Brand Agreements are not a participation in any profit-sharing
agreement, an investment contract, or any other instrument commonly known as a security. In Marine Bank v. Weaver, 455 U.S. 551
(1982), the Supreme Court held that an agreement that gave certain guarantors a share of a company’s profits in exchange for making
the guaranty was not considered a “security” because it (i) was a “unique agreement negotiated one-on-one by the parties,”
(ii) was not designed to be publicly traded, (iii) was not the type of agreement commonly considered to be a security in the commercial
world, and (iv) did not include additional security-like characteristics. In particular, the court in Marine Bank provided that
“although the agreement gave the Weavers a share of the Piccirillos’ profits, if any, that provision alone is not sufficient
to make that agreement a security.” Id. at 560. See also Landreth Timber Co. v. Landreth, 471 U.S. 681, 689 n.4, 105
S.Ct. 2297, 85 L.Ed.2d 692 (1985) (observing that a court must examine the “economic reality underlying” a profit-sharing
agreement—a task that requires uncovering whether the agreement was “privately negotiated”—when determining whether
that agreement “falls within the usual concept of a security”); see also Mace Neufeld Productions, Inc. v. Orion Pictures
Corp., 860 F.2d 944, 946 (9th Cir. 1988) (citing Marine Bank for the proposition that “a single unique agreement, “negotiated
one-on-one” between two parties, that is not ordinarily considered to be a security and that was never designed to be publicly
traded, is not a security under the Act”).

1
Under the Investment Company Act, the term “security” is defined as “any note, stock, treasury stock, security
future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust
certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate
of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege
on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based
on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating
to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest
or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase,
any of the foregoing.

September 11, 2023

Page 3

Similar
to the profit-sharing agreement in Marine Bank, a Brand Agreement is a unique agreement negotiated one-on-one between an athlete
and Vestible Assets, LLC (or its affiliate) and is not an instrument that falls within the ordinary concept of a security. In the commercial
world, we believe a Brand Agreement is akin to royalty rights in which a party pays to receive a portion of the future income stream
of a product, which are not commonly considered securities. In addition, the Brand Agreements are not designed to be traded publicly
and, in fact, the agreements expressly prohibit assignment to any third-party. While a Brand Agreement may provide Vestible Assets, LLC
a share of a professional athlete’s profits, if any, it does not include additional security-like characteristics. Under
Marine Bank, that profit-sharing aspect alone is not sufficient to render a Brand Agreement a security. Therefore, under the principle
established in Marine Bank, a Brand Agreement, like the unique agreement in that case, should not be considered a security.

In
addition, as explained in Hirk v. Agri-Research Council, Inc., 561 F.2d 96, 102 (7th Cir. 1977), “in order to be covered
by the federal securities laws, a certificate of interest or participation in a profit-sharing agreement must contain the same element
of commonality as required by Milnarik for an investment contract. The cases cited by Professor Loss demonstrate that courts have
made no real distinction between investment contracts and profit-sharing plans. Furthermore, in all these cases [involving a certificate
of interest or participation in a profit-sharing agreement] wide-spread public participation in profits was a common characteristic of
the securities involved.” A Brand Agreement is between a single series of Vestible Assets, LLC and a single athlete and, by its
terms, the Brand Agreement prohibits its assignment to any other third party. With only a single private counterparty in a Brand
Agreement—the Company—there is no “wide-spread public participation” and no commonality at the level of the Brand
Agreement to support its characterization as a security.

Instead,
the broad participation in profits is made pursuant to the interests being issued by Vestible Assets, LLC (the “Interests”).
Interest holders have no rights, obligations or any other form of participation in a Brand Agreement. While the Company has the right
to receive a portion of the future earnings of an underlying athlete, Interest holders have no right to these profits pursuant to the
Brand Agreement or otherwise. The operating agreement of the Company, not the Brand Agreements, is the contract that gives the holders
of Interests a potential right to profits. While the Interests themselves could be deemed participations in a profit-sharing arrangement
and otherwise would be securities under the Marine Bank analysis, the Company does not deny that the Interests themselves are
securities and indeed is seeking to qualify the offering and sale of the Interests, which are also equity securities, under Tier 2 of
Regulation A.

As
such, the underlying Brand Agreements, which are unique agreements, privately negotiated between two parties and do not involve “wide-spread
public participation,” are not securities. The Interests issued by Vestible Assets, LLC are securities, and, accordingly, the Company
is seeking to qualify the offer and sale of the Interests pursuant to the Amendment.

September 11, 2023

Page 4

    4.
    We
    note your disclosure on page 20 that “[t]he Company is not registered and will not be registered as an investment company under
    the Investment Company Act of 1940.” Please provide your analysis as to whether Series BDBR may be considered an “investment
    company” under the Investment Company Act and, if so, whether any exemptions or exclusions may be applicable. In your response,
    please cite to any case law, no-action letters or other authorities that you believe may be relevant. Please revise your risk factor
    entitled “If the Company is required to register under the Investment Company Act . . . “ as appropriate to include a
    more detailed discussion of such risk and related analysis.

RESPONSE:
We believe the various series of the Company (the “Series”) are not required to register under the Investment
Company Act because the Series’ assets do not constitute securities for purposes of the Investment Company Act under the analysis
described in further detail in response to comment #3 above. Further, even if the Series’ assets do constitute securities, the
Series would be eligible for the exemption from registration under Section 3(c)(5)(A) of the Investment Company Act.

Under
Section 3(a)(1) of the Investment Company Act of 1940, an “investment company” means any issuer which (A) is or holds itself
out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities;
(B) is engaged or proposes to engage in the business of issuing face-amount certificates of the installment type, or has been engaged
in such business and has any such certificate outstanding; or (C) is engaged or proposes to engage in the business of investing, reinvesting,
owning, holding, or trading in securities, and owns or proposes to acquire investment securities having a value exceeding 40 per centum
of the value of such issuer’s total assets (exclusive of Government securities and cash items) on an unconsolidated basis. The
Series are not engaged and do not propose to engage in the business of issuing face-amount certificates of the installment type, and
thus if the Series’ assets are not securities, the Series would not be investment companies within the meaning of the Investment
Company Act.

The
sole asset of each of the Series is a Brand Agreement with an athlete, entitling such Series to a portion of the future sports earnings
paid to such athlete by a professional team, if any. As explained in response to comment #3 above, we do not believe the Brand Agreements
constitute securities within the meaning of the Investment Company Act. Thus, since the Series’ assets are not securities, no Series
would be an investment company within the meaning of the Investment Company Act.

Alternatively,
if the Staff does consider the Brand Agreements to be securities, the Series may rely on an exemption from registration under Section
3(c)(5)(A) of the Investment Company Act. Section 3(c)(5)(A) excludes from the definition of “investment company” any person
who is not engaged in the business of issuing redeemable securities, face-amount certificates of the installment type or periodic payment
plan certificates, and who is primarily engaged in purchasing or otherwise acquiring notes, drafts, acceptances, open accounts receivable,
and other obligations representing part or all of the sales price of merchandise, insurance, and services. The Series are not engaged
in the business of issuing redeemable securities, face-amount certificates of the installment type or periodic payment plan certificates,
and are primarily engaged in purchasing or otherwise acquiring obligations representing part of the sales price of services.

If
55% of the assets of an entity are invested in eligible loans and receivables under Section 3(c)(5)(A), then the entity is “primarily
engaged” in such activity. See Econo Lodges of America, Inc., SEC No-Action Letter (Dec. 22, 1989) (“Econo Lodges”);
B.C. Ziegler and Co, SEC No-Action Letter (Sept. 11, 1991) (“Ziegler”); Royalty Pharma, SEC No-Action Letter
(August 13, 2010) (“Royalty Pharma”). Loans and receivables are eligible if they represent part or all of the sales
price of merchandise, insurance, or services. The Staff has further clarified that there must be “a direct nexus between the obligation
being purchas