United States securities and exchange commission logo
June 30, 2020
Ezra Levine
Principal Executive Officer
Collectable Sports Assets, LLC
333 Westchester Avenue
Suite W21000
White Plains, NY 10604
Re: Collectable Sports
Assets, LLC
Amendment No. 2 to
Offering Circular on Form 1-A
Filed June 10, 2020
File No. 024-11178
Dear Mr. Levine:
We have reviewed your amended 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 amending your offering statement
and providing the
requested information. 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 offering statement and the
information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our May
18, 2020 letter.
Amendment No. 2 to Form 1-A
Offering Circular Cover Page, page 1
1. Please revise to
disclose the total number of units you plan to offer as a minimum and
maximum amount for each
series membership interest.
2. State whether your
Manager will purchase interests in the offering in order satisfy the
Total Minimum Interests
or for any other reason in order to close one or more offerings.
State whether there is
any limitation upon the amount of Interests the Manager may own,
in addition to stating
that the Manager may purchase "in excess of 10% of the series."
Use of Proceeds, page 35
Ezra Levine
Collectable Sports Assets, LLC
June 30, 2020
Page 2
3. We note that you have revised your offering circular to reflect the
Cash Portion of the
Asset Cost as a range. Please revise to address the following:
- Clearly explain how you have arrived at the ranges you have set,
given that they vary
widely in terms of the overall amount of the range;
- Because the ranges vary in size, disclose to investors how you will
utilize excess
proceeds should the Cash Portion of the Asset Cost be set at an amount
that is
significantly less than the maximum amount of the offering;
- Clearly state how the parties will determine the amount of the Cash
Portion of the Asset
Cost within the stated range and by when, as your Consignment
Agreement filed as an
exhibit does not clearly specify either of these details. If there is
a risk that the asset will
not be consigned because of a failure to set this amount at a price to
which the parties
will agree or by a certain date, please revise to disclose as much.
- Revise your disclosure to clearly state that you will advise
investors by post-qualification
amendment of the Cash Portion of the Asset Cost and that you will not
conduct an initial
closing of any offering until this amount has been determined and
disclosed.
- Revise your "Use of Proceeds" discussion on page 6 and your various
"Series Detail
Table(s)" to reflect the revised date of the Consignment Agreement.
You may contact Scott Stringer, Staff Accountant at 202-551-3272 or
Rufus Decker,
Accounting Branch Chief at 202-551-3769 if you have questions regarding
comments on the
financial statements and related matters. Please contact Scott Anderegg, Staff
Attorney at 202-
551-3342 or Mara Ransom, Office Chief at 202-551-3769 with any other questions.
FirstName LastNameEzra Levine Sincerely,
Comapany NameCollectable Sports Assets, LLC
Division of
Corporation Finance
June 30, 2020 Page 2 Office of
Trade & Services
FirstName LastName