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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

Date
May 13, 2025
Author
Laura Anthony, Esq.
Form
CORRESP
Company
Musicow US Vol. 1 LLC (CIK 0002048539)

Letter

Office of Real Estate & Construction Division of Corporation Finance Securities and Exchange Commission 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

PALM BEACH LAKES BLVD., SUITE 820 ● WEST PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936 ● FAX 561-514-0832

Show Raw Text
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