ICAP VAULT 1, LLC
VAULT HOLDING 1, LLC
3535 Factoria Blvd. SE, Suite 500
Bellevue, WA 98006
November 20, 2020
CORRESPONDENCE FILING VIA EDGAR
Mr. Jonathan Burr
Division of Corporation Finance
Office of Real Estate & Construction
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | iCap Vault 1, LLC | |
Vault Holding 1, LLC | ||
Registration Statement Filed on Form S-11 | ||
Pre-Effective Amendment No. 6, Filed November 2, 2020 | ||
File Nos. 333-236458 and 333-236458-01 |
Dear Mr. Burr:
On behalf of iCap Vault 1, LLC (the “Company”) and Vault Holding 1, LLC (the “Guarantor”), in accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully request that the Registration Statement on Form S-11 of the Company and the Guarantor (File Nos. 333-236458 and 333-236458-01) be accelerated so that it will be declared effective at 4:00 P.M. Eastern Time on Tuesday, November 24, 2020, or as soon thereafter as is practicable.
In connection with this request, the Company and the Guarantor (collectively, the “Registrants”) hereby acknowledge that:
● | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, such declaration 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 effective, does not relieve the Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and | |
● | the Registrants may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any other person under the federal securities laws of the United States. |
Sincerely, | ||||
ICAP VAULT 1, LLC | VAULT HOLDING 1, LLC | |||
By: | iCap Vault Management, LLC, its manager | By: | iCap Vault Management, LLC, its manager | |
By: | /s/ Chris Christensen | By: | /s/ Chris Christensen | |
Chris Christensen | Chris Christensen | |||
Chief Executive Officer | Chief Executive Officer |
cc: Craig D. Linder, Esq./Anthony L.G., PLLC