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                               August 6, 2020

       Chris Christensen
       Chief Executive Officer
       iCap Vault 1, LLC
       3535 Factoria Blvd. SE, Suite 500
       Bellevue, WA 98006

                                                        Re: iCap Vault 1, LLC
                                                            Registration
Statement on Form S-11
                                                            Response dated July
28, 2020
                                                            File No. 333-236458

       Dear Mr. Christensen:

              We have reviewed your response and have the following comments.
In some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply 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 registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our July
15, 2020 letter.

       Response dated July 28, 2020

       General

   1.                                                   We note your response
to comment 1. For example, we note the disclosure of interest rate
                                                        premiums that    the
company may make under the Interest Premium Program which may
                                                        be effective from time
to time ....    (emphasis added). As we have previously noted,
                                                        investors need
transparency regarding the pricing terms of the security. Given that
                                                        elements of the
interest rate remain undetermined such that investors would be unable to
                                                        determine the rate at
the time of their investment, the disclosure of the pricing structure on
                                                        the notes does not
comply with Item 202(b)(1) and Item 501(b)(3) of Regulation S-K, as
                                                        required. Please revise
your pricing structure and disclosure as necessary.
 Chris Christensen
FirstName
iCap Vault LastNameChris Christensen
           1, LLC
Comapany
August     NameiCap Vault 1, LLC
       6, 2020
August
Page 2 6, 2020 Page 2
FirstName LastName
2.       We note the volume milestone interest rate premium. It appears that
the milestone is met
         when a broker dealer or investment advisor that has a selling
agreement with you has
         clients that collectively meet the volume milestone. It is unclear how
an investor could
         have accurate disclosure as to what volume milestone premium is
available at the time of
         their investment. Please tell us how you intend to provide investors
with information
         about this interest rate premium at the time of their investment.
3.       We note your response to comment 2 and that the reinvested interest
will be conducted as
         a part of this registered offering. Please revise the registration
statement as appropriate to
         include the reinvested interest. Additionally, please tell us how you
intend to inform
         investors of the interest rate at the time of the reinvestment.
       You may contact Isaac Esquivel at 202-551-3395 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jonathan Burr at 202-551-5833 or David Link at 202-551-3356 with any
other questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of Real
Estate & Construction
cc:      Laura Anthony