SEC Comment Letter for iCap Vault 1, LLC (CIK 0001800199) — Oct 2, 2020
iCap Vault 1, LLC (CIK 0001800199)
Date: Oct. 2, 2020 · CIK: 0001800199 · Accession: 0000000000-20-009306
AI Filing Summary & Sentiment
File numbers found in text: 333-236458
Letter
United States securities and exchange commission logo October 1, 2020 Chris Christensen Chief Executive Officer iCap Vault 1, LLC 3535 Factoria Blvd. SE, Suite 500 Bellevue, WA 98006 Re:iCap Vault 1, LLC Amendment No. 5 to Registration Statement on Form S-11 Filed September 18, 2020 File No. 333-236458 Dear Mr. Christensen: We have reviewed your amended registration statement and have the following comment. In our comment, 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 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 registration statement and the information you provide in response to this comment, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our September 11, 2020 letter. Amendment No. 5 to Registration Statement on Form S-11 General 1.We note in your response to comment 1 that you will have no discretion to change the interest rate premium after the first year and that there is no termination date. However, you disclosure suggests that the interest rate premiums (other than the lock-up) will last for 1 year and will be renewed for an additional year. Please revise your disclosure to be consistent with your response to comment 1.
FirstName LastNameChris Christensen Comapany NameiCap Vault 1, LLC October 1, 2020 Page 2 FirstName LastName Chris Christensen iCap Vault 1, LLC October 1, 2020 Page 2 You may contact Isaac Esquivel at 202-551-3395 or Jennifer Monick at 202-551-3295 if you have questions regarding comments on the financial statements and related matters. Please contact Jonathan Burr at 202-551-5833 or David Link at 202-551-3356 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Laura Anthony
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United States securities and exchange commission logo
October 1, 2020
Chris Christensen
Chief Executive Officer
iCap Vault 1, LLC
3535 Factoria Blvd. SE, Suite 500
Bellevue, WA 98006
Re:iCap Vault 1, LLC
Amendment No. 5 to Registration Statement on Form S-11
Filed September 18, 2020
File No. 333-236458
Dear Mr. Christensen:
We have reviewed your amended registration statement and have the following
comment. In our comment, 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 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 registration statement and the information you
provide in response to this comment, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our September 11, 2020 letter.
Amendment No. 5 to Registration Statement on Form S-11
General
1.We note in your response to comment 1 that you will have no discretion to change the
interest rate premium after the first year and that there is no termination date. However,
you disclosure suggests that the interest rate premiums (other than the lock-up) will last
for 1 year and will be renewed for an additional year. Please revise your disclosure to be
consistent with your response to comment 1.
FirstName LastNameChris Christensen
Comapany NameiCap Vault 1, LLC
October 1, 2020 Page 2
FirstName LastName
Chris Christensen
iCap Vault 1, LLC
October 1, 2020
Page 2
You may contact Isaac Esquivel at 202-551-3395 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters. Please
contact Jonathan Burr at 202-551-5833 or David Link at 202-551-3356 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Laura Anthony