United States securities and exchange commission logo
May 11, 2023
Christopher Bruno
Chief Executive Officer
RSE Collection, LLC
446 Broadway, 2nd Floor
New York, NY 10013
Re: RSE Collection, LLC
Post Qualification
Amendment No. 28 to Form 1-A
Filed April 14,
2023
File No. 024-11584
Dear Christopher Bruno:
We have reviewed your post-effective amendment 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 registration
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 registration statement and
the information you
provide in response to these comments, we may have additional comments.
Post-Qualification Amendment No. 28 to Form 1-A
There is currently no active trading market..., page 12
1. You disclose that you
may elect for certain Series Interests not to trade in secondary
transactions, and that
you are not allowing certain series to trade on the PPEX ATS.
Please tell us the
reason for restricting secondary trading in particular interests. Please
also clarify whether
the restriction relates only to trades on the PPEX ATS or whether it
extends to any
secondary transaction, including private sales or transfers. Please also
clarify on your website
that secondary transactions are restricted for certain interests, as
the website, including
the FAQ, suggests that secondary trading is available for all
interests.
Christopher Bruno
FirstName LastNameChristopher Bruno
RSE Collection, LLC
Comapany
May NameRSE Collection, LLC
11, 2023
May 11,
Page 2 2023 Page 2
FirstName LastName
The PPEX ATS is the only venue..., page 18
2. You disclose that the PPEX ATS is the only venue for secondary
trading. Please clarify
whether investors are required to use the PPEX ATS for all secondary
trading, and are not
permitted to conduct resales outside of PPEX.
Plan of Distribution and Subscription Procedure, page 42
3. You disclose that you may offer directly to certain Investors a
significant portion of the
interest in any given series without the aid of the platform and prior
to the platform-based
offering. You also state that within two calendar days of the
qualification date of an
offering, you may sell some of the interests on a limited basis.
Please tell us whether you
can sell all of the interests in a series outside of the platform or
on a limited basis, or
whether you reserve any of the interests for sale on the platform.
Fees and Expenses, page 49
4. Please include a description of the Success Fee in this section.
5. You disclose that for all previously closed offerings the Manager will
retroactively pay the
custodian the custody fee upon transfer of interests related to such
offerings into the
brokerage accounts. Please clarify whether the custody fee is being
funded by the
manager or if it is being funded by the particular series.
General
6. We note that the initial closing of each series will occur at the
earlier of (i) the date
subscriptions for the maximum offering amount for a series have been
accepted or (ii) a
date determined by the Manager in its sole discretion. On page 47 you
disclose that the
Manager and the BOR will review the subscription documentation
completed and signed
by an investor and that you reserve the right to reject any
subscriptions, in whole or in
part, for any or no reason. Additionally, it appears you reserve the
right to withdraw any
offering of a series at any time prior to closing. As it appears that
you have an
undetermined time to process subscription requests and can reject a
subscription for any
reason and may terminate the offering even after the minimum offering
threshold has been
met, please provide us your analysis as to whether your offering
should be considered to
be a delayed offering and not a continuous offering within the meaning
of Rule
251(d)(3)(i)(F) of Regulation A.
7. We note that your website indicates that your advisory board, senior
staff and investors
"bring experience from some of the world s leading companies and
institutions, including
Facebook, Barclays, Robinhood, New York University, Mecum Auctions,
StockTwits,
Boston Consulting Group, Algar Ferrari, and Gartner Research."
However, your
disclosure on page 77 indicates that you do not have any employees,
and the biographies
for members of your advisory board do not indicate that the advisors
have experience at
the companies listed. Please advise.
Christopher Bruno
RSE Collection, LLC
May 11, 2023
Page 3
8. Please reconcile the disclosure on your website which suggests that
Rally is a platform for
secondary trading with disclosure in the 1-A stating that secondary
trading occurs through
the PPEX ATS. We note extensive descriptions on the website of Live
Trading on Rally,
that Rally's platform allows buyers and sellers to place BIDs and ASKs
on assets, and
references to Rally Market Hours. However, your disclosure says that
no secondary
trading will occur on the platform, and indicates that frequency and
duration of the periods
of time during which PPEX will match offers to buy and sell will be
determined by NCPS.
9. You disclose that all investors who previously purchased interests
will be required to opt-
in to allow the custodian to create a brokerage account and transfer
previously issued
interests into such brokerage accounts. However, your disclosure
elsewhere says that
shares will be transferred "upon consent" of the investor. Please
clarify the method for
transferring interests into these brokerage accounts. Please also
indicate whether investors
will be subject to additional fees as part of this transfer.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Scott Anderegg at 202-551-3342 or Erin Jaskot at
202-551-3442 if you
have any questions.
FirstName LastNameChristopher Bruno Sincerely,
Comapany NameRSE Collection, LLC
Division of
Corporation Finance
May 11, 2023 Page 3 Office of Trade
& Services
FirstName LastName