SecProbe.io

CORRESP
1
filename1.htm

ANTHONY
L.G., PLLC

    laura
        aNTHONy, esq

        GEOFFREY
        ASHBURNE, ESQ*

        JOHN
        CACOMANOLIS, ESQ**

        CHAD
        FRIEND, ESQ, LLM

        SVETLANA
        ROVENSKAYA, ESQ***

    www.ANTHONYPLLC.com

        WWW.SECURITIESLAWBLOG.COM

        WWW.LAWCAST.COM

    OF
        COUNSEL:

        MICHAEL
        R. GEROE, ESQ, CIPP/US****

        CRAIG
        D. LINDER, ESQ*****

        PETER
        P. LINDLEY, ESQ, CPA, MBA

        Philip
        magri, esq.******

        STUART
        REED, ESQ

        MARC
        S. WOOLF, ESQ

    DIRECT
        E-MAIL: LANTHONY@ANTHONYPLLC.COM

*licensed
in CA

**licensed
in FL and NY

***licensed
in NY and NJ

****licensed
in CA, DC, MO and NY

*****licensed
in CA, FL and NY

******licensed
in FL and NY

May
13, 2020

VIA
ELECTRONIC EDGAR FILING

Office
of Real Estate & Construction

Division
of Corporation Finance

Securities
and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

    Re:
    iCap
    Vault 1, LLC

    Registration
    Statement on Form S-11

    Filed
    February 14, 2020

    File
    No. 333-236458

Dear
Sir or Madam:

We
have electronically filed herewith on behalf of iCap Vault 1, LLC (the “Company”) and Vault Holding 1, LLC
(the “Guarantor”), as co-registrants (“Registrants”), Amendment No. 1 (“Amendment No. 1”)
to the above-referenced registration statement on Form S-11 originally filed on February 14, 2020 (“Form S-11”). Amendment
No. 1 is marked with < R > tags to show changes made from the original Form S-11 filed on February 14, 2020. In addition,
we have included a narrative response herein keyed to the comments of the staff of the Division of Corporation Finance (the “Staff”)
set forth in the Staff’s comment letter to Chris Christensen dated March 12, 2020. We trust you shall deem Amendment No.
1 and the contents of this transmittal letter responsive to your comment letter.

General

Comment
1: We note the statement on page 10 that the notes you are offering “may be acquired by existing noteholders
in exchange for tendered Private Placement Notes and cancellation of those Private Placement Notes.” We also note disclosure
suggesting that exchanges may be made relating to “prospective issuances” of notes subsequent to filing. It is unclear
what offer and sale you intend the registration statement to cover. For example, do you intend to register an exchange similar
to an “Exxon Capital” exchange offer? See Securities Act Compliance and Disclosure Interpretation Question 111.02
available on sec.gov. Is a purpose to provide investors of the privately-placed notes with non-restricted securities as discussed
in Securities Act Compliance and Disclosure Interpretation Question 134.03? Please advise us of the offering you intend to cover
with this registration statement.

Response:
The Company only intended for Private Placement Notes that were issued and outstanding prior to the date of filing the Form
S-11 (February 14, 2020) to be eligible for exchange with the publicly offered notes. Accordingly, the Company has revised the
Form S-11 to (i) clarify that Private Placement Notes issued prior to February 14, 2020 (the date of filing the Form S-11) are
eligible for the exchange with publicly offered notes and (ii) remove disclosure suggesting that exchanges may be made relating
to “prospective issuances” of Private Placement Notes subsequent to filing. We do not intend to register an exchange
similar to an “Exxon Capital” exchange offer. We also do not intend to provide investors of the privately-placed notes
with non-restricted securities as discussed in Securities Act Compliance and Disclosure Interpretation Question 134.03.

    625 N. FLAGLER DRIVE, SUITE 600 ● WEST PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936 ● FAX 561-514-0832

    Office of Real Estate & Construction

Division of Corporation Finance

Securities and Exchange Commission

May 13, 2020

Page 2

Additionally,
it is unclear how the privately placed notes are not part of this offering. Please provide us with a detailed analysis regarding
why the concurrent private notes offering should not be integrated with your current public offering.

Response:
In accordance with the interpretive guidance provided by the Commission in Release No. 33-8828 (the “Release”),
the Company believes that the private placement (the “Private Placement”) of its senior secured demand notes (“Private
Placement Note”) should not be integrated into its current public offering, because the Registration Statement did not serve
as a general solicitation for the offer and sale of securities in the private placement. Applying the guidance in the Release,
the Commission provides several examples of situations in which a private placement can be conducted in accordance with Section
4(2) after a registration statement for a separate public offering is on file. The Release states, “ . . . if the company
is able to solicit interest in a concurrent private placement by contacting prospective investors who (1) were not identified
or contacted through the marketing of the public offering and (2) did not independently contact the issuer as a result of the
general solicitation by means of the registration statement, then the private placement could be conducted in accordance with
Section 4(2) while the registration statement for a separate public offering was pending.”

Based
on the guidance contained in the Release, the Company believes, and we are of the opinion, that the Private Placement should not
be integrated into the public offering pursuant to the Registration Statement. The purchasers of the Private Placement Notes in
the Private Placement did not become interested in the Private Placement due to the filing of the Registration Statement, which
was filed much later than the Private Placement was available to them; rather, before the filing of the Registration Statement,
the purchasers of the Private Placement Notes were contacted and provided with a confidential offering memorandum related solely
to the sale of the Private Placement Notes based on pre-existing relationships between the Company and the initial purchasers.
The investors in the Private Placement based their investment decision on the information contained in such offering memorandum,
which was not publicly available and was separate and distinct from the pending Registration Statement. Further, the purchasers
of the Private Placement Notes did not independently contact the issuer as a result of the filing of the Registration Statement
to show interest in purchasing the Private Placement Notes, but were identified through pre-existing relationships between the
initial purchasers and the Company. Based on the foregoing, the Company respectfully believes, and we are of the opinion, that
the Private Placement is exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 and should not be integrated
with the initial public offering pursuant to the Registration Statement.

In
addition, the private note offering should not be integrated with the public note offering under the Registration Statement because
the privately offered notes are different securities than the publicly offered notes in that they are substantially different
in terms than each other. The privately placed notes (“Private Placement Notes”) have a fixed interest rate and maturity
date and are not issued under an indenture while the publicly offered notes have a floating interest rate and no maturity date
and are issued under the terms and conditions of an indenture (“Publicly Offered Notes”).

    625 N. FLAGLER DRIVE, SUITE 600 ● WEST PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936 ● FAX 561-514-0832

    Office of Real Estate & Construction

Division of Corporation Finance

Securities and Exchange Commission

May 13, 2020

Page 3

Comment
2: We note your disclosure that the notes are fully and unconditionally guaranteed by Vault Holding, LLC. Please revise
your registration statement to include Vault Holding, LLC as a co-registrant on the registration statement cover-page and have
Vault Holding, LLC sign the registration statement. In addition, please ensure that Vault Holding, LLC has properly filed the
registration statement on EDGAR with its own separate CIK number. Please note that the guarantor is the issuer of a separate security
consisting of the guarantee, which must be concurrently registered. Please revise to register the guarantee as a separate security
on the registration statement. Additionally, for each guarantee, counsel must provide an opinion that such guarantee is the guarantor´s
binding obligation. For guidance, see Section II.B.1.e. of Staff Legal Bulletin No. 19 (CF), Legality and Tax Opinions in Registered
Offerings (October 14, 2011).

Response:
In response to the Staff’s comment, the Company has revised the Form S-11
to include Guarantor as a co-registrant on Amendment No. 1’s cover-page and had Guarantor sign Amendment No. 1. In addition,
in response to the Staff’s comment, Guarantor properly filed Amendment No. 1 on EDGAR with its own separate CIK number.
Furthermore, in response to the Staff’s comment, the Company revised the Form S-11 to register the guarantee as a separate
security on Amendment No. 1. Moreover, in response to the Staff’s comment, counsel has revised its Exhibit 5.1 opinion to
provide an opinion that such guarantee is the Guarantor’s binding obligation.

Comment
3: Please advise us where the funds came from for repayment of $14,277,260 in principal and interest noted in the Recent
Developments section on page 10.

Response:
In response to the Staff’s comment, the repayment of $14,277,260 in principal and interest was a return of capital to
investors. The Company had not yet made any real estate investments at the time the investors redeemed those funds, and the Company
returned the principal investment amounts, plus accrued interest thereon paid from its cash reserves.

Comment
4: We note that you intend to operate your business in a manner that will permit you to maintain an exemption from
registration under the Investment Company Act of 1940, as amended. Please be advised that you are responsible for analyzing how
your investments, investment strategy and business model will support that exemption. The staff has not reviewed and does not
necessarily concur with your disclosure with respect to the availability of that exemption.

Response:
In response to the Staff’s comment, the Company acknowledges that it is responsible for analyzing how its investments,
investment strategy and business model will be owned and operated in such a manner to permit the Company to maintain an exemption
from registration under the Investment Company Act. The Company also acknowledges that the Staff has not reviewed and does not
necessarily concur with the Company’s disclosure with respect to the availability of any such exemption.

Comment
5: Please be advised that you are responsible for analyzing the applicability of the Investment Advisers Act of 1940
to your external manager.

Response:
In response to the Staff’s comment, the Company acknowledges that it is responsible for analyzing the applicability
of the Investment Advisers Act of 1940 to iCap Vault Management, LLC, the Company’s external manager.

    625 N. FLAGLER DRIVE, SUITE 600 ● WEST PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936 ● FAX 561-514-0832

    Office of Real Estate & Construction

Division of Corporation Finance

Securities and Exchange Commission

May 13, 2020

Page 4

Comment
6: We note the risk factor on page 19 references prior performance data of prior investments sponsored by your manager
or iCap affiliates. Additionally, on page 6 you state that “iCap has significant prior experience in investing in single-family,
multi-family, light commercial and land development properties.” We note that you have not identified the properties you
intend to acquire and are thus a blind pool. Accordingly, please include prior performance disclosure and tables in accordance
with Item 8 of Guide 5.

Response:
Pursuant to Industry Guide 5 (“Guide 5”), the disclosure requirements in Guide 5 apply to registration statements
“relating to interests in real estate limited partnerships”, including limited liability companies.
The Company is not offering units or membership interests and it is not structured as a Real Estate Investment Trust, but rather,
the Company is offering debt securities in the form of promissory notes guaranteed by Guarantor, not interests or equity in a
real estate company. Accordingly, it is our position that Guide 5 does not apply to the Company.

Notwithstanding
the foregoing, to the extent that Form S-11 incorporates Regulation S-K, and the industry guides are codified into Regulation
S-K, we believe that the Company has prepared its Form S-11 in compliance with Industry Guide 5. Securities Act Release 33-6900
also states that Guide 5 applies to offering of equity in real estate limited partnerships or LLCs, which is not applicable to
this offering. As previously stated, the Company is not offering limited partnership interests or limited ability company interests,
it is offering promissory notes guaranteed by Guarantor to raise money to fund potential property acquisitions through its indirectly
owned subsidiaries. Therefore, it is our position that pursuant to the Securities Act Release No. 33-6900, Guide 5 does not apply
to the Company.

Item
8 of Guide 5

Pursuant
to Item 8 of Guide 5, a registration statement for such an offering is required to include certain performance data for the past
three and in some cases five years with respect to other programs with similar investment objectives that have been sponsored
by the general partner (including its affiliates) of the partnership, the promoters of the partnership, and all persons that,
directly or indirectly, through one or more intermediaries, control or are controlled by, or are under common control with, such
general partner or promoters (collectively, the “Sponsors”). In light of the Staff’s comment, the Company has
endeavored to provide the disclosures described in Item 8 of Guide 5 to the extent that it believes that Item 8 of Guide 5 is
applicable, appropriate and would be helpful to potential investors. However, the Company
believes that certain of the disclosure required by Item 8 of Guide 5 and the prior performance tables required pursuant thereto
(“Prior Performance Tables”) is either not relevant or
is otherwise inappropriate. In light of the foregoing, the Company has added a section to the Form S-11 entitled “Prior
Performance Summary” as well as added Prior Performance Tables in an appendix (Appendix A) addressing performance
data of other programs that have been sponsored by iCap Enterprises, Inc., including certain officers and directors of iCap Enterprises.
The Company believes such disclosure and performance data comply with the spirit and intent of Item 8 of Guide 5,
while avoiding disclosure that would be confusing or potentially misleading to investors.

Comment
7: Please disclose the information required by Item 701 of Regulation S-K. See Item 33 of Form S-11.

Response:
In response to the Staff’s comment, the Company has revised the Form S-11
to disclose the information required by Item 701 of Regulation S-K in Item 33 of the Form S-11.

    625 N. FLAGLER DRIVE, SUITE 600 ● WEST PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936 ● FAX 561-514-0832

    Office of Real Estate & Construction

Division of Corporation Finance

Securities and Exchange Commission

May 13, 2020

Page 5

Cover
page

Comment
8: We note your disclosure that “the Notes will bear interest at a floating rate per annum that is determined
from time to time by the Company in its sole discretion. Rates may vary by an investor’s principal amount of Notes or other
factors as determined by the Company.”