SEC Comment Letter 0000000000-23-008625 to Masterworks Vault 2, LLC (CIK 0001979634)
Masterworks Vault 2, LLC (CIK 0001979634)
Date: Aug. 8, 2023 · CIK: 0001979634 · Accession: 0000000000-23-008625
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File numbers found in text: 024-12271
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United States securities and exchange commission logo
August 8, 2023
Joshua Goldstein
General Counsel and Secretary
Masterworks Vault 2, LLC
225 Liberty Street, 29th Floor
New York, New York 10281
Re:Masterworks Vault 2, LLC
Post-Qualification Amendment to Offering Statement on Form 1-A
Filed August 2, 2023
File No. 024-12271
Dear Joshua Goldstein:
We have reviewed your amendment and have the following comments. In some of our
comments, 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 comments apply 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 these comments, we may have additional comments.
Post-Qualification Amendment to Form 1-A Filed August 2, 2023
Risk Factors
Risks Relating to Potential Conflicts of Interest, page 22
1.Revise this section to include a risk factor, or revise the risk factor on page 17, to discuss
in greater detail the conflicts of interest discussed on page 53.
Potential Conflicts of Interest, page 53
2.We note that there appears to be a current, actual conflict of interest associated with
relying on an affiliate to complete art appraisals. Accordingly, please revise this heading
to remove the word "potential." In the following paragraph, revise to clarify that there is
an actual conflict of interest, as the current disclosure states there “may” be conflicts.
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
FirstName LastNameJoshua Goldstein
Comapany NameMasterworks Vault 2, LLC
August 8, 2023 Page 2
FirstName LastName
Joshua Goldstein
Masterworks Vault 2, LLC
August 8, 2023
Page 2
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.
Please contact Taylor Beech at 202-551-4525 or Donald Field at 202-551-3680 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services