SecProbe.io

CORRESP
1
filename1.htm

March
17, 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. 3 to Offering Statement on Form 1-A

    Filed
    March 1, 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. 4 (“Amendment
No. 4”) 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, Amendment No. 2 filed on February 10, 2023 and Amendment No. 3 filed on March 1, 2023 (together, the “Form
1-A”). Amendment No. 4 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 March 10, 2023. We trust you shall deem the contents of this transmittal
letter responsive to your comment letter.

Amendment
No. 3 to Offering Statement on Form 1-A

General

    1.
    Comment: 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.

    Response:
    In response to the Staff’s comment, the Company has filed all relevant agreements related to the SPC Ordinary Shares, SPC
    Preferred Shares and the owning and holding of the artwork as Exhibits 6.1, 6.2 and 6.3 to the Form 1-A.

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