UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~September 2113, 2022

iCap Vault 1, LLC

(Exact name of registrant as specified in its charter)

Delaware	333-236458	~~N/A~~83-1413280
(state or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

3535 Factoria Blvd. SE, Suite 600, Bellevue, WA		98006
(address of principal executive offices)		(zip code)
(Address of principal executive offices)		(Zip code)

1 (425) 278-9030

(~~registrant~~Registrant’s telephone number, including area code)

N/A

(~~former~~Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Securities registered pursuant to Section 12(g) of the Act: N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 14.01. ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

~~Loan~~Based ~~Agreement~~on information provided by iCap Vault 1, LLC’s (the “Company”) independent registered public accounting firm, Friedman LLP, effective September 1, 2022, Friedman LLP combined with Marcum LLP and continued to operate as an independent registered public accounting firm. On September 13, 2022, the Board of Directors of the Company approved the dismissal of Friedman LLP and the engagement of Marcum LLP to serve as the independent registered public accounting firm of the Company. The services previously provided by Friedman LLP will now be provided by Marcum LLP.

AsFriedman ~~previously~~LLP’s ~~disclosed~~reports inon the ~~Current~~Company’s ~~Report~~financial onstatements ~~Form~~for ~~8-K~~the ~~filed~~fiscal onyears ~~April~~ended 29December 31, 2021 byand ~~iCap~~2020 ~~Vault~~did 1,not ~~LLC~~contain an ~~(the~~adverse ~~“Company”),~~opinion ~~Vault Holding,~~or ~~LLC,~~ a ~~direct~~disclaimer ~~wholly~~of ~~owned~~opinion ~~subsidiary~~and ofwere ~~the~~not ~~Company~~qualified ~~(“Holding”)~~or ~~entered~~modified ~~into~~as ato ~~Loan~~uncertainty, ~~Agreement~~audit ~~(the~~scope ~~“Loan Agreement”)~~or accounting principles, except ~~dated~~for asan ofexplanatory ~~April~~paragraph ~~23,~~in ~~2021,~~such ~~among~~reports ~~Patrick~~regarding T.substantial ~~Files,~~doubt ~~Jr.~~about the ~~and~~Company’s ~~Jennifer~~ability S.to ~~Files~~continue ~~(together~~as a going concern. Furthermore, during the ~~“Borrower”) and~~Company’s ~~Holding.~~two ~~Pursuant~~most torecent ~~the~~fiscal ~~terms~~years ofand ~~the~~through ~~Loan~~September ~~Agreement~~13, 2022, ~~Holding~~there ~~agreed~~have tobeen ~~advance~~no todisagreements ~~the~~with ~~Borrower~~Friedman ~~the~~LLP ~~principal~~on any ~~sum~~matter of $2accounting principles or practices,~~000~~ financial statement disclosure or auditing scope or procedure,~~000~~ ~~(the “Loan”)~~which disagreements, if not resolved to beFriedman ~~disbursed~~LLP’s tosatisfaction, ~~the~~would ~~Borrower~~have ~~pursuant~~caused Friedman LLP to ~~certain~~make ~~terms~~reference ~~and~~to ~~conditions~~the ~~described~~subject ~~therein.~~matter ~~The~~of ~~Loan~~the ~~contemplated~~disagreement byin ~~the~~connection ~~Loan~~with ~~Agreement~~its ~~closed~~reports on ~~April~~the ~~23,~~Company’s ~~2021~~financial statements for such periods.

~~Promissory~~For ~~Note~~the fiscal years ended December 31, 2021 and ~~Security~~2020 ~~Agreement~~and through September 13, 2022, there were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.

AsThe ~~previously~~Company ~~disclosed~~provided inFriedman ~~the~~LLP ~~Current~~with ~~Report~~a oncopy ~~Form~~of ~~8-K~~the ~~filed~~disclosure oncontained ~~April 29~~herein, ~~2021~~prior byto ~~the~~its ~~Company,~~filing with the ~~Borrower~~Securities ~~issued~~and toExchange ~~Holding a promissory~~Commission ~~note~~ (the “~~Note~~Commission”) ~~in the principal amount of $2~~,~~000,000,~~ orand sorequested ~~much~~that ~~thereof~~Friedman asLLP ~~advanced~~furnish ~~by Holding in accordance with~~ the ~~terms~~ ofCompany ~~the~~a ~~Loan~~letter ~~Agreement.~~addressed ~~Pursuant~~ to the ~~terms~~Commission ofstating ~~the Note, the principal balance under the Note bears interests at the rate of 8%~~whether ~~per~~or ~~annum.~~not ~~The~~it ~~Borrower had~~ agreed towith ~~make consecutive monthly payments of all accrued interest on~~ the ~~Note~~statements ~~commencing~~herein ~~May 1~~and, ~~2021~~if not, ~~and then~~stating on the ~~first~~respects ~~day~~in ofwhich ~~each~~it ~~month~~does ~~thereafter~~not ~~throughout the term of the Note~~agree. ~~The~~Friedman ~~entire~~LLP’s ~~principal~~letter to ~~balance of~~ the ~~Note~~Commission ~~and~~is ~~all~~attached ~~unpaid accrued~~hereto ~~interest~~as ~~thereon~~Exhibit ~~was initially due and payable in full on or before April 23, 2022, but was amended effective April 22, 2022 to mature on July 23, 2022~~ 16.1.

~~For~~During ~~any~~the ~~monthly~~Company’s ~~payment~~two ~~not~~most ~~made~~recent ~~within~~fiscal 10years ~~days~~and ofthrough ~~the~~September ~~due~~13, ~~date~~2022, neither the ~~Borrower~~Company ~~owes~~nor toanyone ~~Holding~~acting on ~~demand~~the Company’s abehalf ~~late~~consulted ~~charge~~Marcum ~~equal~~LLP with respect to 5%any of the matters or reportable events set forth in Item 304(a)(2)(i) and ~~amount~~(ii) of ~~the~~Regulation ~~payment~~S-K.

~~The~~Item ~~Note~~9.01. isFinancial ~~secured~~Statements ~~by a deed of trust, assignment of rents~~ and ~~leases, security agreement and fixture filing covering certain real and personal property (“Security Agreement”) located at 2818 E~~Exhibits. ~~2nd Street, Vancouver, WA 98661 (the “Property”).~~

~~The occurrence of any one or more of the following constituted an event of default~~ (~~each, an “Event of Default”~~d) ~~under the Note:~~ ~~(i) failure to make any payment under the Note or any of the other loan documents when due, and (ii) the occurrence of an event of default as defined under any of the other loan documents~~Exhibits. Upon any Event of Default, Holding may declare the entire principal balance and all accrued interest immediately due and payable. Whether or not Holding exercised such option, the entire principal balance, all accrued interest and all other amounts payable under the loan documents bore interest from the date of such Event of Default at a per annum default rate of 12%, which default interest will be payable on demand.

The foregoing description of the Security Agreement does not purport to be complete and is qualified in its entirety by reference to the Security Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and which is incorporated herein by reference.

Exhibit No.		Description

16.1		Letter, dated September 15, 2022, from Friedman LLP addressed to the Commission.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Purchase and Sale Agreement

On June 21, 2022 (“Effective Date”), VH 2nd Street Office, LLC (the “Purchaser”), an indirect wholly owned subsidiary of the Company and direct wholly owned subsidiary of Holding, entered into a Purchase and Sale Agreement (the “Purchase Agreement”), dated June 21, 2022, by and between Patrick T. Files, Jr. and Jennifer S. Files (together, the “Seller”), to purchase the Property.

The Seller was in the process of completing a lot division for the Property, to be recorded with Clark County, Washington, which is substantially the form on Exhibit B, attached and incorporated to the Purchase Agreement, which includes a new lot assigned, legal description and tax parcel, which supersedes the originals found on Exhibit A, also attached and incorporated to the Purchase Agreement.

Pursuant to the Purchase Agreement, the purchase price for the Property payable to Seller by Purchaser (including the “Earnest Money Deposit” of $1.0 million payable on or around 10 days after the Effective Date) is $6.0 million (“Purchase Price”), which shall be paid in cash at closing and all of which shall be allocated to the Property, subject to prorations and adjustments as provided in the Purchase Agreement.

The Purchase Agreement provided that the closing was meant to occur on or before July 15, 2022 (the “Closing Date”). Either party could extend the Closing Date for up to ten (10) days under certain conditions contained in the Purchase Agreement.

The Purchaser’s Earnest Money Deposit (together with the interest accrued thereon) was to be released to Seller and applied to the Purchase Price upon Purchaser’s notice to proceed to close prior to the expiration of the seven (7) day contingency period (“Contingency Period”). If the Earnest Money Deposit was not deposited by Purchaser within six (6) business days after the Effective Date, Seller would have, at its sole option and discretion and for so long as the Earnest Money has not been deposited, the right to terminate the Purchase Agreement as its sole and exclusive remedy, and neither party would have any further liability to the other thereunder.

The Purchase Agreement includes customary representations, warranties, and covenants by the respective parties and closing conditions.

With the consent of its parent, Holding, the Purchaser intended to apply the outstanding principal and interest in connection with the Note, secured by the Security Agreement, towards the Purchase Price for the Property.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Note, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and which is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The Purchaser’s purchase of the Property closed on July 26, 2022. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are attached hereto and filed herewith.

Exhibit No.		Description
10.1		Loan Agreement, dated as of April 23, 2021 among Patrick T. Files, Jr., Jennifer S. Files and Vault Holding, LLC (incorporated by reference to Exhibit 10.1 to registrant’s Current Report on Form 8-K filed with the SEC on April 29, 2021).
10.2		Promissory Note dated April 23, 2021 issued by Patrick T. Files, Jr. and Jennifer S. Files to Vault Holding, LLC (incorporated by reference to Exhibit 10.2 to registrant’s Current Report on Form 8-K filed with the SEC on April 29, 2021).
10.3		Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing covering certain Real and Personal Property, dated as of April 23, 2021 among Patrick T. Files, Jr., Jennifer S. Files and Vault Holding, LLC.
10.4		Purchase and Sale Agreement, dated as of June 21, 2022 among Patrick T. Files, Jr., Jennifer S. Files and VH 2nd Street Office, LLC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	iCap Vault 1, LLC
Dated: August 1, 2022	/s/ Chris Christensen
Dated: September 15, 2022	/s/ Chris Christensen
	By:	Chris Christensen
	Chris Christensen
	Its:	Chief Executive Officer
	Chief Executive Officer

Filing Compare · iCap Vault 1, LLC