Correspondence 0001493152-23-033346 from Masterworks Vault 2, LLC (CIK 0001979634)
Masterworks Vault 2, LLC (CIK 0001979634)
Date: Sept. 21, 2023 · CIK: 0001979634 · Accession: 0001493152-23-033346
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File numbers found in text: 024-12271
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CORRESP
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filename1.htm
MASTERWORKS
VAULT 2, LLC
225
Liberty Street, 29th Floor
New
York, New York 10281
Phone:
(203) 518-5172
September
21, 2023
Office
of Trade & Services
Division
of Corporation Finance
Securities
and Exchange Commission
100
F. Street, N.E.
Washington,
D.C. 20549
Re:
Masterworks
Vault 2, LLC
Offering
Statement on Form 1-A
Post-Qualification
Amendment No. 7
Filed
on September 15, 2023
File
No. 024-12271
Acceleration
Request
Requested
Date: September 26, 2023
Requested
Time: 10:00 AM Eastern Time
Dear
Sir or Madam:
Masterworks
Vault 2, LLC (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) take
appropriate action to declare the above-captioned Offering Statement on Form 1-A qualified at the “Requested Date” and “Requested
Time” set forth above or as soon thereafter as practicable.
The
Company hereby authorizes Josh Goldstein, inhouse legal counsel, to orally modify or withdraw this request for acceleration.
The
Company hereby acknowledges that:
●
should the
Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing qualified, it does not foreclose
the Commission from taking any action with respect to the filing;
●
the action of the Commission
or the staff, acting pursuant to delegated authority, in declaring the filing qualified, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and
●
the Company may not assert
the staff comments and the declaration of qualification as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.
The
Company also agrees that it will only sell shares of its Class A ordinary shares pursuant to the subject Offering Statement in states
where the offering is registered or where there is an applicable exemption from the applicable state’s securities law available.
Securities
and Exchange Commission
September
21, 2023
Page
2
The
Company requests that it be notified of such qualification by a telephone call to Josh Goldstein at (646) 263 6995 or email to him at:
jgoldstein@masterworks.com.
Very truly yours,
MASTERWORKS VAULT 2, LLC
By:
/s/ Joshua
B. Goldstein
Joshua B. Goldstein
General Counsel and Secretary