Correspondence 0001641172-25-009921 from Musicow US Vol. 1 LLC (CIK 0002048539)
Musicow US Vol. 1 LLC (CIK 0002048539)
Date: May 13, 2025 · CIK: 0002048539 · Accession: 0001641172-25-009921
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File numbers found in text: 024-12581
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CORRESP
1
filename1.htm
LAURA
ANTHONY, ESQ.
CRAIG
D. LINDER, ESQ.*
JOHN
CACOMANOLIS, ESQ.**
Associates
and OF COUNSEL:
JOSEPHINE
CARINO, ESQ.***
CHAD
FRIEND, ESQ., LLM
MICHAEL
R. GEROE, ESQ., CIPP/US****
JESSICA
HAGGARD, ESQ. *****
CHRISTOPHER
T. HINES, ESQ. ******
PETER
P. LINDLEY, ESQ., CPA, MBA
JOHN
LOWY, ESQ.*******
STUART
REED, ESQ.
LAZARUS
ROTHSTEIN, ESQ.
SVETLANA
ROVENSKAYA, ESQ.********
HARRIS
TULCHIN, ESQ. *********
WWW.ALCLAW.COM
WWW.SECURITIESLAWBLOG.COM
DIRECT
E-MAIL: LANTHONY@ALCLAW.COM
*licensed
in CA, FL and NY
**licensed
in FL and NY
***
licensed in CA
****licensed
in CA, DC, MO and NY
*****licensed
in Missouri
******
licensed in CA and DC
*******licensed
in NY and NJ
********licensed
in NY and NJ
May
13, 2025
VIA
ELECTRONIC EDGAR FILING
Office
of Real Estate & Construction
Division
of Corporation Finance
Securities
and Exchange Commission
100
F. Street, N.E.
Washington,
D.C. 20549
Re:
Musicow
US Vol. 1 LLC
Amendment
No.1 to Form 1-A
Filed
April 23, 2025
File
No. 024-12581
Dear
Sir or Madam:
We
have electronically filed herewith on behalf of Musicow US Vol. 1 LLC (the “Company”) Amendment No. 2 (“Amendment No.
2”) to the above-referenced offering statement on Form 1-A originally filed with the Securities and Exchange Commission (the “Commission”)
on March 7, 2025 (“Form 1-A”). Amendment No. 2 is marked with < R > tags to show changes made from Amendment No. 1
to the Form 1-A which was filed with the Commission on April 23, 2025. In addition, we have included a narrative response, on behalf
of the Company keyed to the comments of the staff of the Division of Corporation Finance (the “Staff”) set forth in the Staff’s
comment letter to Paul Baik dated May 8, 2025. We trust you shall deem the contents of this transmittal letter responsive to your comment
letter.
Amendment
No.1 to Form 1-A
Series
Distribution Policy, page 20
1.
Comment:
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.
Response:
In response to the Staff’s Comment, the Company has revised the disclosure in Amendment No. 2 to reconcile the referenced
inconsistency, as 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.
Exclusive
Forum Provision, page 98
2.
Comment:
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.
Response:
In response to the Staff’s Comment, the Company has revised the disclosure in Amendment No. 2 to state that investors cannot
waive compliance with the federal securities laws and the rules and regulations thereunder.
If
the Staff has any further comments regarding offering statement on Form 1-A, Amendment No. 2, or any subsequent amendments to the Company’s
offering statement on Form 1-A, please feel free to contact the undersigned.
ANTHONY, LINDER & CACOMANOLIS, PLLC
By:
/s/
Laura Anthony
Laura
Anthony, Esq.
cc:
Kellie
Kim/U.S. Securities and Exchange Commission
Kristina
Marrone/U.S. Securities and Exchange Commission
Pearlyne
Paulemon/U.S. Securities and Exchange Commission
David
Link/U.S. Securities and Exchange Commission
Paul
Baik/Musicow US Vol. 1 LLC
Craig
D. Linder, Esq./Anthony, Linder & Cacomanolis, PLLC
1700
PALM BEACH LAKES BLVD., SUITE 820 ● WEST PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936 ● FAX 561-514-0832