Correspondence 0001493152-23-006454 from Masterworks Vault 1, LLC (CIK 0001956601)
Masterworks Vault 1, LLC (CIK 0001956601)
Date: March 1, 2023 · CIK: 0001956601 · Accession: 0001493152-23-006454
AI Filing Summary & Sentiment
File numbers found in text: 024-12098
Letter
Office of Trade & Services Division of Corporation Finance Securities and Exchange Commission Amendment No. 2 to Offering Statement on Form 1-A Filed February 10, 2023 File No. 024-12098
Re: Masterworks Vault 1, LLC
Dear Sir or Madam:
We have electronically filed herewith on behalf of Masterworks Vault 1, LLC (the “Company”) Amendment No. 3 (“Amendment No. 3”) to the above-referenced offering statement on Form 1-A originally filed on December 13, 2022, as amended by Amendment No. 1 filed on January 23, 2023 and Amendment No. 2 filed on February 10, 2023 (together, the “Form 1-A”). Amendment No. 3 is marked with < R > tags to show changes made from the Form 1-A filing. In addition, we have included a narrative response keyed to the comment of the staff of the Division of Corporation Finance (the “Staff”) set forth in the Staff’s comment letter to Joshua B. Goldstein dated February 14, 2023. We trust you shall deem the contents of this transmittal letter responsive to your comment letter.
Amendment No. 2 to Offering Statement on Form 1-A
General
1. Comment: We note your revised disclosure in response to comment 2 and reissue in part. Please address whether the audit reports provided will cover Masterworks Vault 1, LLC in total and each Series.
Response: In response to the Staff’s comment, the Company can confirm that the audit reports provided will cover Masterworks Vault 1, LLC in total and each Series. The Company has also modified its disclosure on page 55 of Amendment No 3.
If the Staff has any further comments regarding the offering statement on Form 1-A, or any subsequent amendments to the Company’s offering statement on Form 1-A, please feel free to contact the undersigned.
MASTERWORKS VAULT 1, LLC
By:
/s/ Joshua B. Goldstein
Joshua B. Goldstein
General Counsel and Secretary
cc: Donald Field/U.S. Securities and Exchange Commission
Taylor Beech/U.S. Securities and Exchange Commission
Rufus Decker/U.S. Securities and Exchange Commission
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CORRESP
1
filename1.htm
March 1, 2023
VIA
ELECTRONIC EDGAR FILING
Office
of Trade & Services
Division
of Corporation Finance
Securities
and Exchange Commission
100
F. Street, N.E.
Washington,
D.C. 20549
Re:
Masterworks
Vault 1, LLC
Amendment
No. 2 to Offering Statement on Form 1-A
Filed
February 10, 2023
File
No. 024-12098
Dear
Sir or Madam:
We
have electronically filed herewith on behalf of Masterworks Vault 1, LLC (the “Company”) Amendment No. 3 (“Amendment
No. 3”) to the above-referenced offering statement on Form 1-A originally filed on December 13, 2022, as amended by Amendment No.
1 filed on January 23, 2023 and Amendment No. 2 filed on February 10, 2023 (together, the “Form 1-A”). Amendment No. 3 is
marked with < R > tags to show changes made from the Form 1-A filing. In addition, we have included a narrative response keyed
to the comment of the staff of the Division of Corporation Finance (the “Staff”) set forth in the Staff’s comment letter
to Joshua B. Goldstein dated February 14, 2023. We trust you shall deem the contents of this transmittal letter responsive to your comment
letter.
Amendment
No. 2 to Offering Statement on Form 1-A
General
1.
Comment:
We note your revised disclosure in response to comment 2 and reissue in part. Please address whether the audit reports provided will
cover Masterworks Vault 1, LLC in total and each Series.
Response:
In response to the Staff’s comment, the Company can confirm that the audit reports provided will cover Masterworks Vault 1,
LLC in total and each Series. The Company has also modified its disclosure on page 55 of Amendment No 3.
If
the Staff has any further comments regarding the offering statement on Form 1-A, or any subsequent amendments to the Company’s
offering statement on Form 1-A, please feel free to contact the undersigned.
MASTERWORKS
VAULT 1, LLC
By:
/s/
Joshua B. Goldstein
Joshua
B. Goldstein
General
Counsel and Secretary
cc:
Donald
Field/U.S. Securities and Exchange Commission
Taylor
Beech/U.S. Securities and Exchange Commission
Rufus
Decker/U.S. Securities and Exchange Commission