SEC Comment Letter 0000000000-25-004940 to Musicow US Vol. 1 LLC (CIK 0002048539)
Musicow US Vol. 1 LLC (CIK 0002048539)
Date: May 9, 2025 · CIK: 0002048539 · Accession: 0000000000-25-004940
AI Filing Summary & Sentiment
File numbers found in text: 024-12581
Letter
May 8, 2025 Paul Baik Manager of Musicow Asset US, LLC Musicow US Vol. 1 LLC 345 N Maple Drive, Suite 210 Beverly Hills, California 90210 Re:Musicow US Vol. 1 LLC Amendment No.1 to Form 1-A Filed April 23, 2025 File No. 024-12581 Dear Paul Baik: We have reviewed your amended offering statement and have the following comments. Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe a 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. Unless we note otherwise, any references to prior comments are to comments in our April 3, 2025 letter. Amendment No.1 to Form 1-A Series Distribution Policy, page 20 1.We acknowledge your response and revisions to prior comment 8. We note your disclosure that the Company will not deploy any capital management strategies related to any Income Interests it has received in respect of its Royalty Rights but which have not yet been distributed to holders of Royalty Shares. However, we also note your disclosure on page 23 that you may deploy capital management strategies related to any Income Interests it has received in respect of its Royalty Rights but which have not yet been distributed to holders of Royalty Shares. Please revise to reconcile the inconsistency or advise.
May 8, 2025 Page 2 Exclusive Forum Provision, page 98 2.We acknowledge your response and revisions to prior comment 13. We note that the scope of the Operating Agreement’s exclusive forum provision applies to Securities Act claims, please also revise your offering circular to state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Please contact Kellie Kim at 202-551-3129 or Kristina Marrone at 202-551-3429 if you have questions regarding comments on the financial statements and related matters. Please contact Pearlyne Paulemon at 202-551-8714 or David Link at 202-551-3356 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:Svetlana Rovenskaya
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May 8, 2025
Paul Baik
Manager of Musicow Asset US, LLC
Musicow US Vol. 1 LLC
345 N Maple Drive, Suite 210
Beverly Hills, California 90210
Re:Musicow US Vol. 1 LLC
Amendment No.1 to Form 1-A
Filed April 23, 2025
File No. 024-12581
Dear Paul Baik:
We have reviewed your amended offering statement and have the following
comments.
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a 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. Unless we note
otherwise, any references to prior comments are to comments in our April 3, 2025 letter.
Amendment No.1 to Form 1-A
Series Distribution Policy, page 20
1.We acknowledge your response and revisions to prior comment 8. We note your
disclosure that the Company will not deploy any capital management strategies
related to any Income Interests it has received in respect of its Royalty Rights but
which have not yet been distributed to holders of Royalty Shares. However, we also
note your disclosure on page 23 that you may deploy capital management strategies
related to any Income Interests it has received in respect of its Royalty Rights but
which have not yet been distributed to holders of Royalty Shares. Please revise to
reconcile the inconsistency or advise.
May 8, 2025
Page 2
Exclusive Forum Provision, page 98
2.We acknowledge your response and revisions to prior comment 13. We note that the
scope of the Operating Agreement’s exclusive forum provision applies to Securities
Act claims, please also revise your offering circular to state that investors cannot
waive compliance with the federal securities laws and the rules and regulations
thereunder.
Please contact Kellie Kim at 202-551-3129 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related
matters. Please contact Pearlyne Paulemon at 202-551-8714 or David Link at 202-551-3356
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Svetlana Rovenskaya