SEC Comment Letter 0000000000-23-000991 to Masterworks Vault 1, LLC (CIK 0001956601)
Masterworks Vault 1, LLC (CIK 0001956601)
Date: Jan. 31, 2023 · CIK: 0001956601 · Accession: 0000000000-23-000991
AI Filing Summary & Sentiment
File numbers found in text: 024-12098
Letter
United States securities and exchange commission logo January 31, 2023 Joshua Goldstein General Counsel Masterworks Vault 1, LLC 225 Liberty Street, 29th Floor New York, New York 10281 Re:Masterworks Vault 1, LLC Amendment No. 1 to Offering Statement on Form 1-A Filed January 23, 2023 File No. 024-12098 Dear Joshua Goldstein: We have reviewed your amended offering statement 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. 1 to Offering Statement on Form 1-A The Offering Minimum and Maximum Investment Amount, page 7 1.We note your disclosure that Masterworks routinely waives the minimum investment amount per investor "if it is determined that an investment of that size is not suitable to achieve an investor’s investment and or diversification goals." Please clarify how you determine if an investment size is "not suitable." Additionally, if Masterworks routinely waives the minimum investment amount, please advise why a minimum investment amount has been disclosed as a term of the offering. In this regard, please advise how often this offering condition is waived.
FirstName LastNameJoshua Goldstein Comapany NameMasterworks Vault 1, LLC January 31, 2023 Page 2 FirstName LastName Joshua Goldstein Masterworks Vault 1, LLC January 31, 2023 Page 2 General 2.Please tell us and disclose what financial statements you intend to include here and in your annual and semiannual reports, once you and each Series are capitalized on other than a nominal basis. Also, address whether the audit reports provided will cover Masterworks Vault 1, LLC in total and each Series. You may contact Rufus Decker at 202-551-3769 if you have questions regarding comments on the financial statements and related matters. Please contact Taylor Beech at 202- 551-4515 or Donald Field at 202-551-3680 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services
Show Raw Text
United States securities and exchange commission logo
January 31, 2023
Joshua Goldstein
General Counsel
Masterworks Vault 1, LLC
225 Liberty Street, 29th Floor
New York, New York 10281
Re:Masterworks Vault 1, LLC
Amendment No. 1 to Offering Statement on Form 1-A
Filed January 23, 2023
File No. 024-12098
Dear Joshua Goldstein:
We have reviewed your amended offering statement 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. 1 to Offering Statement on Form 1-A
The Offering
Minimum and Maximum Investment Amount, page 7
1.We note your disclosure that Masterworks routinely waives the minimum investment
amount per investor "if it is determined that an investment of that size is not suitable to
achieve an investor’s investment and or diversification goals." Please clarify how you
determine if an investment size is "not suitable." Additionally, if Masterworks routinely
waives the minimum investment amount, please advise why a minimum investment
amount has been disclosed as a term of the offering. In this regard, please advise how
often this offering condition is waived.
FirstName LastNameJoshua Goldstein
Comapany NameMasterworks Vault 1, LLC
January 31, 2023 Page 2
FirstName LastName
Joshua Goldstein
Masterworks Vault 1, LLC
January 31, 2023
Page 2
General
2.Please tell us and disclose what financial statements you intend to include here and in your
annual and semiannual reports, once you and each Series are capitalized on other than a
nominal basis. Also, address whether the audit reports provided will cover Masterworks
Vault 1, LLC in total and each Series.
You may contact Rufus Decker at 202-551-3769 if you have questions regarding
comments on the financial statements and related matters. Please contact Taylor Beech at 202-
551-4515 or Donald Field at 202-551-3680 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services