SecProbe.io

United States securities and exchange commission logo
December 16, 2022
Nick King
Chief Executive Officer
VV Markets LLC
2800 Patterson Ave Ste. 300
Richmond, VA 23221
Re:VV Markets LLC
Offering Statement on Form 1-A
Post-qualification Amendment No. 8
Filed November 25, 2022
File No. 024-11306
Dear Nick King:
            We have reviewed your amendment and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply 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 offering statement and the information you
provide in response to these comments, we may have additional comments.
Post-qualification Amendment No. 8 Filed November 25, 2022
The Offerings, page 5
1.In your disclosure on page 7 you indicate that offering expenses will be paid from the
proceeds of the offering.  Please reconcile this with your statements elsewhere that the
Manager has agreed to pay the offering expenses and will not be reimbursed from the
offering proceeds.
General
2.We note your amended disclosure and response to comments 1 and 4.  Please discuss in
further detail how current market offers and comparable asset pricing data impacts the
Sourcing Fee.  Please make the appropriate revisions on a per series basis as well.  For
example, Series VV-BXEP21 has a Sourcing Fee of $29,442 or 12.80% of the gross cash

 FirstName LastNameNick King
 Comapany NameVV Markets LLC
 December 16, 2022 Page 2
 FirstName LastName
Nick King
VV Markets LLC
December 16, 2022
Page 2
proceeds of the offering.  Your disclosure states that the underlying assets are broadly
available and as a result, the manager did not need to spend great time effort or cost in
acquiring such assets and that the manager acquired the asset at a discount to comparable
assets on the market.  However, Series VV-CDVM has a Sourcing Fee of $12,516 or
12.52% of the gross cash proceeds of the offering.  Your disclosure states that the
underlying assets are rare and as a result, the manager had a more time-intensive sourcing
process and that the manager acquired the asset at a discount to comparable assets on the
market.  As a result, your reasoning as to how each Sourcing Fee was determined appears
to be inconsistent.  Please revise the Sourcing Fee disclosure in each offering to fully
explain how the Sourcing Fee was determined.  Additionally, we note the revisions to
your website.  Where you discuss the Souring Fee, please note that it could be as high as
45% of the gross offering proceeds and if true, disclose that there is no maximum limit to
the Sourcing Fee.
3.We note the various revisions to your website in response to comment 2.  However, we
note the following:
•The "How It Works" page states that "[o]nce a collection is filed with and qualified
by the SEC ... ."  We do not qualify your collections.  Please remove this statement or
revise clarify that the offering is qualified.
•You have not revised to clarify the costs and fees associated with each series
offering.  Please revise to do so.
•Where your website indicates that investors can receive proceeds upon the sale of
assets, please clarify that if the assets did not appreciate, there may not be sufficient
proceeds from the sale of the underlying assets to repay investors the amount of their
initial investment. In addition, where you state that 100% of proceeds will be returned
to shareholders, please clarify that proceeds will be used first to pay off any
liabilities, including any outstanding Operating Expenses Reimbursement Obligation.
•The home page includes the statement "Exposure to Diversified Assets."  Please
clarify what you mean by this statement, for example whether you view your entire
collection as diversified as compared to the wine and spirits market or whether your
assets are diversified as compared to other types of investments.
4.Please file all testing the waters materials, including any advertisements, as an exhibit to
the offering statement. See Part III, Item 17(13) of Form 1-A.  Specifically, please include
a copy of any advertisements that may appear on mobile sites, such as Axios, and any
relevant statements from your Twitter account.  For example, we note your Twitter post
from September 23, 2022 announcing your 44th Collection.  Please tell us how these
materials comply with the conditions of Rule 255(b) of Regulation A.  Please confirm
your understanding that "testing the waters" materials may be used before and after the
qualification of the offering statement, provided that all solicitation materials are preceded
or accompanied by an offering statement or contain a notice informing potential investors
where and how the most current offering statement can be obtained.

 FirstName LastNameNick King
 Comapany NameVV Markets LLC
 December 16, 2022 Page 3
 FirstName LastName
Nick King
VV Markets LLC
December 16, 2022
Page 3
5.We note your Twitter post on October 10, 2022 available
at https://twitter.com/InvestVint/status/1579474330521673730/photo/1/, which states "Net
Annualized Returns (Realized) 28.38%."  Please tell us how this number was calculated.
We also note that this statement includes a link to your "Q3 2022 Report."  Please tell us
what consideration you gave to filing such report or any similar reports on Form 1-U and
how the report complies with Rule 255(b) of Regulation A.
6.We note that according to your Twitter post on October 10, 2022 you exited four
collections during the third quarter of 2022.  Please tell us how you inform investors that
you have exited a collection.  Please also tell us your consideration given to filing a Form
1-U to report the exit and distributions.
7.We note that you continue to list all series offerings, whether or not the offerings have
closed, in the table on page ii.  Please tell us why you list offerings that are closed.  Please
also ensure that, to the extent your offering statement references collections that you have
exited, that the offering statement is updated to reflect the exit and related distribution.
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Cara Wirth at (202) 551-7127 or Erin Jaskot at (202) 551-3442 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Andrew Stephenson