SecProbe.io

CORRESP
1
filename1.htm

June
15, 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. 2 to Offering Statement on Form 1-A

    Filed
    June 8, 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. 3 (“Post-Qualification 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, 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, Post-Qualification
Amendment No. 1 filed on May 25, 2023 and Post-Qualification Amendment No. 2 filed on June 8, 2023 (together, the “Form
1-A”). Post-Qualification 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 June 12, 2023. We trust you shall
deem the contents of this transmittal letter responsive to your comment letter.

Post-Qualification
Amendment No. 2 to Offering Statement on Form 1-A

Report
of Independent Auditors, page F-2

    1.
    Comment:
                                            Please have your auditor revise their report to opine on the financial statements for
                                            Masterworks Vault 1, LLC in total and each Series. Further, ask them to revise their report
                                            to also state, if true, that they are required to be independent with respect to you in accordance
                                            with U.S. federal securities laws and the applicable rules and regulations of the Securities
                                            and Exchange Commission. Finally, they should state the specific period that was audited
                                            – inception (November 9, 2022) through December 31, 2022. Refer to paragraph (c)(1)(iii)
                                            in Part F/S of Form 1-A, Article 2 of Regulation S-X and paragraphs .25(e), .28(c), .A38
                                            and .A39 of AU-C Section 700 of the Statements on Auditing Standards. Our comment also applies
                                            to your annual reports.

    Response:
    AGD Legal, S.C., the Company’s auditor, has revised their report to address the Staff’s comment.

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