SEC Comment Letter 0000000000-23-002366 to Masterworks Vault 1, LLC (CIK 0001956601)
Masterworks Vault 1, LLC (CIK 0001956601)
Date: March 10, 2023 · CIK: 0001956601 · Accession: 0000000000-23-002366
AI Filing Summary & Sentiment
File numbers found in text: 024-12098
Letter
United States securities and exchange commission logo March 10, 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. 3 to Offering Statement on Form 1-A Filed March 1, 2023 File No. 024-12098 Dear Joshua Goldstein: We have reviewed your amended offering statement and have the following comment. In our comment, 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 comment applies 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 this comment, we may have additional comments. Amendment No. 3 to Offering Statement on Form 1-A General 1.We note the organizational and capital structure charts on pages 4 and 5. We also note that you have only filed the Operating Agreement for Masterworks Vault 1, LLC. However, we also note that each series will be issued SPC Ordinary Shares and that a Masterworks entity will be issued SPC Preferred Shares and that Masterworks Cayman SPC will own and hold the artwork. Please file all material and related-party agreements related to the SPC Ordinary Shares, SPC Preferred Shares and the owning and holding of the artwork. Refer to Item 17.6.(b) of Part III of Form 1-A.
FirstName LastNameJoshua Goldstein Comapany NameMasterworks Vault 1, LLC March 10, 2023 Page 2 FirstName LastName Joshua Goldstein Masterworks Vault 1, LLC March 10, 2023 Page 2 Please contact Taylor Beech at 202-551-4515 or Donald Field at 202-551-3680 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
March 10, 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. 3 to Offering Statement on Form 1-A
Filed March 1, 2023
File No. 024-12098
Dear Joshua Goldstein:
We have reviewed your amended offering statement and have the following comment. In
our comment, 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 comment applies 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 this comment, we may have additional comments.
Amendment No. 3 to Offering Statement on Form 1-A
General
1.We note the organizational and capital structure charts on pages 4 and 5. We also note
that you have only filed the Operating Agreement for Masterworks Vault 1, LLC.
However, we also note that each series will be issued SPC Ordinary Shares and that a
Masterworks entity will be issued SPC Preferred Shares and that Masterworks Cayman
SPC will own and hold the artwork. Please file all material and related-party agreements
related to the SPC Ordinary Shares, SPC Preferred Shares and the owning and holding of
the artwork. Refer to Item 17.6.(b) of Part III of Form 1-A.
FirstName LastNameJoshua Goldstein
Comapany NameMasterworks Vault 1, LLC
March 10, 2023 Page 2
FirstName LastName
Joshua Goldstein
Masterworks Vault 1, LLC
March 10, 2023
Page 2
Please contact Taylor Beech at 202-551-4515 or Donald Field at 202-551-3680 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services