SEC Company Response from iCap Vault 1, LLC (CIK 0001800199) — Sep 18, 2020
iCap Vault 1, LLC (CIK 0001800199)
Date: Sept. 18, 2020 · CIK: 0001800199 · Accession: 0001493152-20-018030
AI Filing Summary & Sentiment
File numbers found in text: 333-236458
Referenced dates: September 11, 2020
Letter
Office of Real Estate & Construction Division of Corporation Finance Securities and Exchange Commission iCap Vault 1, LLC Amendment No. 4 to Registration Statement on Form S-11 Filed August 28, 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. 5 (“Amendment No. 5”) to the above-referenced registration statement on Form S-11 filed with the Securities and Exchange Commission (“SEC”) on February 14, 2020 and as amended on May 13, 2020, May 14, 2020, June 30, 2020 and August 28, 2020 (“Form S-11”). Amendment No. 5 is marked with < R > tags to show changes made from Amendment No. 4 to the Form S-11 filed on August 28, 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 September 11, 2020. We trust you shall deem Amendment No. 5 and the contents of this transmittal letter responsive to your comment letters.
Amendment No. 4 to Registration Statement on Form S-11
General
Comment 1: We note your response to comment 1. We continue to note disclosure throughout the prospectus that you “may pay investors Interest Rate Premiums....” Please revise to clarify that you are paying interest rate premiums to investors in this offering.
Response: In response to the Staff’s comment, the Registrants have revised the disclosure throughout the prospectus of Pre-Effective Amendment No. 5 to Form S-11 (“Amendment No. 5”) to provide that the Registrants will pay interest rate premiums to investors in this offering.
Additionally, the disclosure on page 55 states that after the first year for interest rate premiums number 1 and 3 the company will be deemed to have renewed the offer for an additional 1-year period. Please tell us if the company has any discretion to change the interest rate premium after the first year and whether there is a termination date for the interest rate premiums.
Response: The Registrants acknowledge the Staff’s comment. The Registrants will have no discretion to change the interest rate premium after the first year and there is no termination date for the interest rate premiums.
Also, please disclose the interest rate premiums in the summary section of your prospectus.
Response: In response to the Staff’s comment, the Registrants have disclosed the interest rate premiums in the summary section of the prospectus to Amendment No. 5.
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
September 18, 2020
Page
Comment 2: We note your response to comment 5 in our July 15, 2020 letter that you do not intend to enter into an Intercreditor Agreement in the near term. However, your disclosure on page 39 appears to discuss provisions in an Intercreditor Agreeement. Please disclose that you have not entered into an Intercreditor Agreement and that you do not intend to enter into one in the near term.
Response: In response to the Staff’s comment, the Registrants have disclosed that they have not entered into an Intercreditor Agreement and they do not intend to enter into one in the near term.
Interest Rate Premium Rewards Program, page 55
Comment 3: We note your statement that “[i]f an investor invests in the Notes as a client of a Registered Investment Advisor with whom the company has a selling agreement, the Company will pay an Interest Rate Premium of 1.00% ….” It is unclear from your disclosure how an investor will know whether they will qualify to receive this premium at the time of their investment. Please revise to clarify how you will inform investors whether they qualify for this interest rate premium at the time of their investment.
Response: The Registrants acknowledge the Staff’s comment. The Registrants have revised the disclosure of the Interest Rate Premium Rewards Program of the prospectus of Amendment No. 5 to provide that the Registrants will disclose on a daily basis on its website at www.icapequity.com/vault an updated list of Registered Investment Advisors who have a selling agreement with Registrants.
If the Staff has any further comments regarding the Form S-11, Amendment No. 5 or any subsequent amendments to the Company’s offering statement on Form S-11, please feel free to contact the undersigned.
Anthony L.G., PLLC
By: /s/ Laura Anthony
Laura Anthony, Esq.
cc:
Isaac Esquivel/ U.S. Securities and Exchange Commission
Jennifer Monick/ U.S. Securities and Exchange Commission
Jonathan Burr/ U.S. Securities and Exchange Commission
David Link/ U.S. Securities and Exchange Commission
Chris Christensen/iCap Vault 1, LLC
Craig D. Linder, Esq./Anthony L.G., PLLC
N. FLAGLER DRIVE, SUITE 600 • WEST PALM BEACH, FLORIDA • 33401 • PHONE: 561-514-0936 • FAX 561-514-0832
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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
DIRECT
E-MAIL: LANTHONY@ANTHONYPLLC.COM
OF
COUNSEL:
MICHAEL
R. GEROE, ESQ, CIPP/US****
CRAIG
D. LINDER, ESQ*****
PETER
P. LINDLEY, ESQ, CPA, MBA
STUART
REED, ESQ
MARC
S. WOOLF, ESQ
*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
September
18, 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
Amendment
No. 4 to Registration Statement on Form S-11
Filed
August 28, 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. 5 (“Amendment No. 5”) to the above-referenced registration
statement on Form S-11 filed with the Securities and Exchange Commission (“SEC”) on February 14, 2020 and as amended
on May 13, 2020, May 14, 2020, June 30, 2020 and August 28, 2020 (“Form S-11”). Amendment No. 5 is marked with <
R > tags to show changes made from Amendment No. 4 to the Form S-11 filed on August 28, 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 September 11, 2020. We trust you shall deem Amendment
No. 5 and the contents of this transmittal letter responsive to your comment letters.
Amendment
No. 4 to Registration Statement on Form S-11
General
Comment
1: We note your response to comment 1. We continue to note disclosure throughout the prospectus that you “may
pay investors Interest Rate Premiums....” Please revise to clarify that you are paying interest rate premiums to investors
in this offering.
Response:
In response to the Staff’s comment, the Registrants have revised the disclosure throughout the prospectus of Pre-Effective
Amendment No. 5 to Form S-11 (“Amendment No. 5”) to provide that the Registrants will pay interest rate premiums
to investors in this offering.
Additionally,
the disclosure on page 55 states that after the first year for interest rate premiums number 1 and 3 the company will be deemed
to have renewed the offer for an additional 1-year period. Please tell us if the company has any discretion to change the interest
rate premium after the first year and whether there is a termination date for the interest rate premiums.
Response:
The Registrants acknowledge the Staff’s comment. The Registrants will have no discretion to change the interest rate
premium after the first year and there is no termination date for the interest rate premiums.
Also,
please disclose the interest rate premiums in the summary section of your prospectus.
Response:
In response to the Staff’s comment, the Registrants have disclosed the interest rate premiums in the summary section
of the prospectus to Amendment No. 5.
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
September
18, 2020
Page
2
Comment
2: We note your response to comment 5 in our July 15, 2020 letter that you do not intend to enter into an Intercreditor
Agreement in the near term. However, your disclosure on page 39 appears to discuss provisions in an Intercreditor Agreeement.
Please disclose that you have not entered into an Intercreditor Agreement and that you do not intend to enter into one in the
near term.
Response:
In response to the Staff’s comment, the Registrants have disclosed that they have not entered into an Intercreditor
Agreement and they do not intend to enter into one in the near term.
Interest
Rate Premium Rewards Program, page 55
Comment
3: We note your statement that “[i]f an investor invests in the Notes as a client of a Registered Investment
Advisor with whom the company has a selling agreement, the Company will pay an Interest Rate Premium of 1.00% ….”
It is unclear from your disclosure how an investor will know whether they will qualify to receive this premium at the time of
their investment. Please revise to clarify how you will inform investors whether they qualify for this interest rate premium at
the time of their investment.
Response:
The Registrants acknowledge the Staff’s comment. The Registrants have revised the disclosure of the Interest Rate Premium
Rewards Program of the prospectus of Amendment No. 5 to provide that the Registrants will disclose on a daily basis on its website
at www.icapequity.com/vault an updated list of Registered Investment Advisors who have a selling agreement with Registrants.
If
the Staff has any further comments regarding the Form S-11, Amendment No. 5 or any subsequent amendments to the Company’s
offering statement on Form S-11, please feel free to contact the undersigned.
Anthony
L.G., PLLC
By:
/s/
Laura Anthony
Laura
Anthony, Esq.
cc:
Isaac
Esquivel/ U.S. Securities and Exchange Commission
Jennifer
Monick/ U.S. Securities and Exchange Commission
Jonathan
Burr/ U.S. Securities and Exchange Commission
David
Link/ U.S. Securities and Exchange Commission
Chris
Christensen/iCap Vault 1, LLC
Craig
D. Linder, Esq./Anthony L.G., PLLC
625
N. FLAGLER DRIVE, SUITE 600 • WEST PALM BEACH, FLORIDA • 33401 • PHONE: 561-514-0936 • FAX 561-514-0832