SEC Comment Letter 0000000000-23-012104 to Masterworks Vault 3, LLC (CIK 0001983146)
Masterworks Vault 3, LLC (CIK 0001983146)
Date: Nov. 6, 2023 · CIK: 0001983146 · Accession: 0000000000-23-012104
AI Filing Summary & Sentiment
File numbers found in text: 024-12289
Letter
United States securities and exchange commission logo November 6, 2023 Joshua Goldstein General Counsel and Secretary Masterworks Vault 3, LLC 225 Liberty Street, 29th Floor New York, New York 10281 Re:Masterworks Vault 3, LLC Post-Qualification Amendment to Offering Statement on Form 1-A Filed October 23, 2023 File No. 024-12289 Dear Joshua Goldstein: We have reviewed your amendment and have the following comment. Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe the comment applies 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 this letter, we may have additional comments. Post-Qualification Amendment to Offering Statement on Form 1-A General 1.We believe you are using advertisements on television to promote your offerings. Please provide us with your legal analysis as to why you believe such advertisements are permissible under Regulation A. In doing so, please differentiate between offerings that have qualified and offerings that have not yet qualified. In this regard, we draw your attention to the provisions in Rule 251(d)(iii) and Rule 255 of Regulation A under the Securities Act of 1933, as amended. 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 FINRA advise us that it has no objections to the compensation arrangements prior to qualification.
FirstName LastNameJoshua Goldstein Comapany NameMasterworks Vault 3, LLC November 6, 2023 Page 2 FirstName LastName Joshua Goldstein Masterworks Vault 3, LLC November 6, 2023 Page 2 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 Alyssa Wall at 202-551-8106 or Dietrich King at 202-551-8071 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
November 6, 2023
Joshua Goldstein
General Counsel and Secretary
Masterworks Vault 3, LLC
225 Liberty Street, 29th Floor
New York, New York 10281
Re:Masterworks Vault 3, LLC
Post-Qualification Amendment to Offering Statement on Form 1-A
Filed October 23, 2023
File No. 024-12289
Dear Joshua Goldstein:
We have reviewed your amendment and have the following comment.
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe the comment applies 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 this letter, we may have additional comments.
Post-Qualification Amendment to Offering Statement on Form 1-A
General
1.We believe you are using advertisements on television to promote your offerings. Please
provide us with your legal analysis as to why you believe such advertisements are
permissible under Regulation A. In doing so, please differentiate between offerings that
have qualified and offerings that have not yet qualified. In this regard, we draw your
attention to the provisions in Rule 251(d)(iii) and Rule 255 of Regulation A under the
Securities Act of 1933, as amended.
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
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
FirstName LastNameJoshua Goldstein
Comapany NameMasterworks Vault 3, LLC
November 6, 2023 Page 2
FirstName LastName
Joshua Goldstein
Masterworks Vault 3, LLC
November 6, 2023
Page 2
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 Alyssa Wall at 202-551-8106 or Dietrich King at 202-551-8071 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services