SEC Comment Letter 0000000000-23-005980 to Masterworks Vault 1, LLC (CIK 0001956601)
Masterworks Vault 1, LLC (CIK 0001956601)
Date: June 5, 2023 · CIK: 0001956601 · Accession: 0000000000-23-005980
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File numbers found in text: 024-12098
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United States securities and exchange commission logo
June 5, 2023
Joshua Goldstein
General Counsel and Secretary
Masterworks Vault 1, LLC
225 Liberty Street, 29th Floor
New York, New York 10281
Re:Masterworks Vault 1, LLC
Post-Qualification Amendment No. 1 to Offering Statement on Form 1-A
Filed May 25, 2023
File No. 024-12098
Dear Joshua Goldstein:
We have reviewed your amendment 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.
Post-Qualification Amendment No. 1 to Offering Statement on Form 1-A
General
1.It appears that you may no longer be considered capitalized on a nominal basis, since you
are offering and accepting subscriptions for series offerings that have been qualified.
Please provide the financial statements required by paragraph (c) to Part F/S of Form 1-A.
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.
FirstName LastNameJoshua Goldstein
Comapany NameMasterworks Vault 1, LLC
June 5, 2023 Page 2
FirstName LastName
Joshua Goldstein
Masterworks Vault 1, LLC
June 5, 2023
Page 2
You may contact Patrick Kuhn at 202-551-3308 or 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