SEC Comment Letter 0000000000-23-010468 to VV Markets LLC (CIK 0001822911)
VV Markets LLC (CIK 0001822911)
Date: Sept. 21, 2023 · CIK: 0001822911 · Accession: 0000000000-23-010468
AI Filing Summary & Sentiment
File numbers found in text: 024-11306
Letter
United States securities and exchange commission logo September 21, 2023 Nick King Chief Executive Officer VV Markets LLC 1717 E. Cary St. Richmond, VA, 23223 VV Markets LLC Re:VV Markets LLC Offering Statement on Form 1-A Post-qualification Amendment No. 14 Filed September 5, 2023 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. Amendment No. 14 to Offering Statement on Form 1-A filed September 5, 2023 General 1.Please revise to reconcile statements throughout the filing related to whether offering expenses will be reimbursed. In this regard, we note, as examples only, on pages iv, 35, and 43 you disclose that the Manager has assumed and will not be reimbursed for offering expenses. However, on pages 4, 138, and F-35, you indicate that the Manager may be reimbursed for the offering expenses. 2.We note the exhibit 6.102 of a Purchase Agreement with Purchase Orders between VV Markets, LLC and Vinvesto, Inc. for the various underlying assets. However, this exhibit does not appear to include receipts from all initial asset sellers, including purchases
FirstName LastNameNick King Comapany NameVV Markets LLC September 21, 2023 Page 2 FirstName LastName Nick King VV Markets LLC September 21, 2023 Page 2 acquired from Uncorked. Please revise this exhibit to include receipts from all of the initial asset sellers, equaling the total consideration amount. 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 Jennie Beysolow at 202-551-8108 or Lilyanna Peyser at 202-551-3222 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Andrew Stephenson, Esq.
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United States securities and exchange commission logo
September 21, 2023
Nick King
Chief Executive Officer
VV Markets LLC
1717 E. Cary St.
Richmond, VA, 23223
VV Markets LLC
Re:VV Markets LLC
Offering Statement on Form 1-A
Post-qualification Amendment No. 14
Filed September 5, 2023
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.
Amendment No. 14 to Offering Statement on Form 1-A filed September 5, 2023
General
1.Please revise to reconcile statements throughout the filing related to whether offering
expenses will be reimbursed. In this regard, we note, as examples only, on pages iv, 35,
and 43 you disclose that the Manager has assumed and will not be reimbursed for offering
expenses. However, on pages 4, 138, and F-35, you indicate that the Manager may be
reimbursed for the offering expenses.
2.We note the exhibit 6.102 of a Purchase Agreement with Purchase Orders between VV
Markets, LLC and Vinvesto, Inc. for the various underlying assets. However, this exhibit
does not appear to include receipts from all initial asset sellers, including purchases
FirstName LastNameNick King
Comapany NameVV Markets LLC
September 21, 2023 Page 2
FirstName LastName
Nick King
VV Markets LLC
September 21, 2023
Page 2
acquired from Uncorked. Please revise this exhibit to include receipts from all of the
initial asset sellers, equaling the total consideration amount.
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 Jennie Beysolow at 202-551-8108 or Lilyanna Peyser at 202-551-3222
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Andrew Stephenson, Esq.