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CORRESP
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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

November
2, 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. 5 to Registration Statement on Form S-11

    Filed
    September 18, 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. 6 (“Amendment No. 6”) 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, August 28, 2020 and September 18, 2020 (“Form S-11”). Amendment No.
6 is marked with < R > tags to show changes made from Amendment No. 5 to the Form S-11 filed on September 18, 2020. In addition,
we have included a narrative response herein keyed to the comment of the staff of the Division of Corporation Finance (the “Staff”)
set forth in the Staff’s comment letter to Chris Christensen dated October 1, 2020. We trust you shall deem Amendment No.
6 and the contents of this transmittal letter responsive to your comment letters.

Amendment
No. 5 to Registration Statement on Form S-11

General

Comment
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.

Response:
The Registrants acknowledge the Staff’s comment. The Registrants reconfirm that they have no discretion to change the
interest rate premiums. However, the Registrants want to clarify that the (i) “Investment Amount” interest rate premium
shall continue until the investor’s principal amount of Notes becomes less than the minimum balance ($10,000) required to
earn the reward at which point the offer shall discontinue and (ii) “Clients of RIAs” interest rate premium shall
continue until the date the selling agreement with the Registered Investment Advisor is no longer effective. Accordingly, the
Registrants have revised the interest rate premiums (other than the lock-up) in Amendment No. 6.

Office
of Real Estate & Construction

Division
of Corporation Finance

Securities
and Exchange Commission

November
2, 2020

Page
2

If
the Staff has any further comments regarding the Form S-11, Amendment No. 6 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
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