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SEC Company Response from iCap Vault 1, LLC (CIK 0001800199) — Nov 20, 2020

iCap Vault 1, LLC (CIK 0001800199)
Date: Nov. 20, 2020 · CIK: 0001800199 · Accession: 0001493152-20-022101

AI Filing Summary & Sentiment

File numbers found in text: 333-236458

Date
Nov. 20, 2020
Author
ICAP VAULT 1, LLC
Form
CORRESP
Company
iCap Vault 1, LLC (CIK 0001800199)

Letter

Division of Corporation Finance Office of Real Estate & Construction Vault Holding 1, LLC Registration Statement Filed on Form S-11 Pre-Effective Amendment No. 6, Filed November 2, 2020 File Nos. 333-236458 and 333-236458-01

Dear Mr. Burr:

On behalf of iCap Vault 1, LLC (the “Company”) and Vault Holding 1, LLC (the “Guarantor”), in accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully request that the Registration Statement on Form S-11 of the Company and the Guarantor (File Nos. 333-236458 and 333-236458-01) be accelerated so that it will be declared effective at 4:00 P.M. Eastern Time on Tuesday, November 24, 2020, or as soon thereafter as is practicable.

In connection with this request, the Company and the Guarantor (collectively, the “Registrants”) hereby acknowledge that:

● should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, such declaration does not foreclose the Commission from taking any action with respect to the filing;

● the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and

● the Registrants may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any other person under the federal securities laws of the United States.

Sincerely,
ICAP VAULT 1, LLC

Show Raw Text
CORRESP
1
filename1.htm

ICAP
VAULT 1, LLC

VAULT
HOLDING 1, LLC

3535
Factoria Blvd. SE, Suite 500

Bellevue,
WA 98006

November
20, 2020

CORRESPONDENCE
FILING VIA EDGAR

Mr.
Jonathan Burr

Division
of Corporation Finance

Office
of Real Estate & Construction

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    iCap
    Vault 1, LLC

    Vault
    Holding 1, LLC

    Registration
    Statement Filed on Form S-11

    Pre-Effective
    Amendment No. 6, Filed November 2, 2020

    File
    Nos. 333-236458 and 333-236458-01

Dear
Mr. Burr:

On
behalf of iCap Vault 1, LLC (the “Company”) and Vault Holding 1, LLC (the “Guarantor”), in accordance
with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully request that the Registration Statement
on Form S-11 of the Company and the Guarantor (File Nos. 333-236458 and 333-236458-01) be accelerated so that it will be
declared effective at 4:00 P.M. Eastern Time on Tuesday, November 24, 2020, or as soon thereafter as is practicable.

In
connection with this request, the Company and the Guarantor (collectively, the “Registrants”) hereby acknowledge that:

    ●
    should
    the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority,
    declare the filing effective, such declaration does not foreclose the Commission from taking any action with respect to the
    filing;

    ●
    the
    action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not
    relieve the Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the
    Registrants may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or
    any other person under the federal securities laws of the United States.

    Sincerely,

    ICAP VAULT 1, LLC

    VAULT HOLDING 1, LLC

    By:
    iCap
    Vault Management, LLC, its manager

    By:
    iCap
    Vault Management, LLC, its manager

    By:
    /s/
    Chris Christensen

    By:
    /s/
    Chris Christensen

    Chris
    Christensen

    Chris
    Christensen

    Chief
    Executive Officer

    Chief
    Executive Officer

cc: Craig D. Linder, Esq./Anthony L.G., PLLC