Correspondence 0001493152-23-020611 from Masterworks Vault 1, LLC (CIK 0001956601)
Masterworks Vault 1, LLC (CIK 0001956601)
Date: June 8, 2023 · CIK: 0001956601 · Accession: 0001493152-23-020611
AI Filing Summary & Sentiment
File numbers found in text: 024-12098
Referenced dates: June 5, 2023
Letter
Office of Trade & Services Division of Corporation Finance Securities and Exchange Commission Masterworks Vault 1, LLC Post-Qualification Amendment No. 1 to Offering Statement on Form 1-A Filed May 25, 2023 File No. 024-12098
Re:
Dear Sir or Madam:
We have electronically filed herewith on behalf of Masterworks Vault 1, LLC (the “Company”) Post-Qualification Amendment No. 2 (“Post-Qualification Amendment No. 2”) 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, Amendment No. 3 filed on March 1, 2023, Amendment No. 4 filed on March 17, 2023, Amendment No. 5 filed on May 18, 2023 and Post-Qualification Amendment No. 1 filed on May 25, 2023 (together, the “Form 1-A”). Post-Qualification Amendment No. 2 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 June 5, 2023. We trust you shall deem the contents of this transmittal letter responsive to your comment letter.
Post-Qualification Amendment No. 1 to Offering Statement on Form 1-A
General
1.
Comment: 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.
Response: In response to the Staff’s comment, the Company has included audited financial statements for the period November 9, 2022 through December 31, 2022 as required by paragraph (c) to Part F/S of Form 1-A. In addition, the Company has filed a consent of AGD Legal, S. C. as Exhibit 11.1 to Post-Qualification Amendment No. 2 as required by Item 17 to Part III of 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
Rufus Decker/U.S. Securities and Exchange Commission
Patrick Kuhn/U.S. Securities and Exchange Commission
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CORRESP
1
filename1.htm
June 8, 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
Post-Qualification Amendment No. 1 to Offering Statement
on Form 1-A
Filed May 25, 2023
File No. 024-12098
Dear Sir or Madam:
We have electronically filed herewith on behalf of
Masterworks Vault 1, LLC (the “Company”) Post-Qualification Amendment No. 2 (“Post-Qualification Amendment No. 2”)
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, Amendment No. 3 filed on March 1, 2023, Amendment No. 4 filed on March 17, 2023,
Amendment No. 5 filed on May 18, 2023 and Post-Qualification Amendment No. 1 filed on May 25, 2023 (together, the “Form 1-A”).
Post-Qualification Amendment No. 2 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 June 5, 2023. We trust you shall deem the contents of this transmittal
letter responsive to your comment letter.
Post-Qualification Amendment No. 1 to Offering
Statement on Form 1-A
General
1.
Comment: 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.
Response: In response to the Staff’s
comment, the Company has included audited financial statements for the period November 9, 2022 through December 31, 2022 as required by
paragraph (c) to Part F/S of Form 1-A. In addition, the Company has filed a consent of AGD Legal, S. C. as Exhibit 11.1 to Post-Qualification
Amendment No. 2 as required by Item 17 to Part III of 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
Rufus
Decker/U.S. Securities and Exchange Commission
Patrick
Kuhn/U.S. Securities and Exchange Commission