UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 OR 15(d) of the Securities Exchange Act of 1934

OFDate ~~THE~~of ~~SECURITIES~~Report ~~EXCHANGE~~(Date ~~ACT~~of OFearliest ~~1934~~event reported): August 31, 2022

Date of Report (Date of Earliest Event Reported): November 3, 2022

iCap Vault 1, LLC

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Delaware	333-236458	~~N/A~~83-1413280
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

3535 Factoria Blvd. SE, Suite 600 Bellevue, WA 98660 (Address of Principal Executive Offices and zip code) (425) 278-9030 (Registrant’s Telephone Number, Including Area Code)

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

~~Check~~(425) ~~the appropriate box below if the Form 8~~278-~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~9030

☐(Registrant’s telephone ~~Written~~number, ~~communications~~including ~~pursuant~~area ~~to Rule 425 under the Securities Act (17 CFR 230.425~~code)

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

~~☐ Pre-commencement communications pursuant to Rule 14d-2~~(b)Former name ~~under~~or ~~the~~former ~~Exchange~~address, ~~Act~~if ~~(17~~changed ~~CFR~~since ~~240.14d-2(b~~last report))

☐Check the ~~Pre~~appropriate box below if the Form 8-~~commencement~~K ~~communications~~filing ~~pursuant~~is intended to ~~Rule~~simultaneously ~~13e-4(c)~~satisfy the filing obligation of the registrant under any of the ~~Exchange~~following ~~Act~~provisions (17see ~~CFR~~General ~~240~~Instruction A.~~13e-4(c~~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 1.01. Entry into a Material Definitive Agreement.

~~Placement~~Colpitts Note ~~Agent Agreement~~Amendments

OnAs ~~November~~previously 3disclosed, ~~2022~~on October 13, ~~iCap~~2020, Vault ~~Management~~Holding, LLC (~~the~~ “~~Manager~~Holding”), ~~the~~a ~~manager~~wholly owned subsidiary of iCap Vault 1, LLC (the “Company”), ~~entered~~ ~~into~~made a ~~Placement~~loan ~~Agent~~to ~~Agreement~~Colpitts ~~(the~~Sunset, LLC, an affiliated entity (“~~Agreement~~Colpitts”), onin ~~behalf~~the amount of ~~the Company~~$864,032, in ~~with~~exchange ~~IBN~~for ~~Financial~~a ~~Services,~~promissory ~~Inc.~~note (the “~~Placement~~Colpitts ~~Agent~~Note”), ~~pursuant~~secured toby ~~which~~a ~~the~~deed ~~Manager~~of ~~appointed~~trust ~~the~~on ~~Placement~~property ~~Agent~~owned toby ~~effect~~Colpitts. ~~sales~~The Colpitts Note bears interest at 10% per annum and was amended on January 14, 2021 and again on aApril 15, ~~best~~2021. ~~efforts~~The ~~basis~~January 14, of ~~variable~~2021 ~~denomination~~amendment ~~floating~~extended ~~rate~~the ~~demand~~maturity ~~notes~~date (of the ~~“Notes”)~~Colpitts Note to June 30, ~~with~~2021 aand ~~minimum~~increased ~~investment~~the oftotal available principal from the facility to $251,500,000.00 ~~per~~The ~~purchaser~~April 15, ~~to qualified~~2021 ~~investors,~~amendment ~~upon~~extended the ~~terms~~maturity ~~and~~date ~~subject~~of to the ~~conditions~~Colpitts ~~set~~Note ~~forth~~to inApril 1, 2023 and increased the ~~Prospectus~~total ~~dated~~available ~~May~~principal 6,from ~~2022,~~the asfacility ~~amended~~to $3,500,000.

InEffective ~~consideration~~August ~~for~~31, ~~the Placement Agent’s services~~2022, ~~the~~Holding ~~Company~~and ~~agreed~~Colpitts toentered ~~pay~~into aan ~~sales~~amendment ~~commission equal to 1.0% of~~ (the ~~aggregate principal amount of the Notes sold by the Placement Agent, payable over four calendar quarters (~~“~~Quarterly~~August ~~Commission~~2022 ~~Payments~~Amendment”) ~~in arrears~~to on the ~~last~~Colpitts ~~day of each calendar quarter (March 31~~Note, ~~June~~as 30amended, ~~September 30 and December 31) (each a “Quarterly Commission~~ ~~Payment~~increasing ~~Date”)~~the attotal aavailable ~~rate~~principal ofbalance ~~0.25% per quarter, commencing~~ on the ~~Quarterly~~Colpitts ~~Commission~~Note, ~~Payment~~as ~~Date following the issuance of such Notes~~amended, to ~~the~~a ~~extent~~maximum ~~that~~of ~~such Notes have not been redeemed or repurchased~~$8,000,000. ~~with~~The ~~such~~deed ~~payments~~of ~~calculated~~trust ~~on the average daily outstanding~~was ~~principal~~also ~~balances~~amended ofon ~~such~~August ~~Notes during the applicable calendar quarter; provided~~31, ~~however,~~2022 to reflect the ~~extent~~increase ~~that~~in ~~such Notes have been redeemed or repurchased prior to~~ the ~~completion~~principal amount of the ~~applicable~~Colpitts ~~four Quarterly Commission Payment Dates~~Note, noas ~~Quarterly Commission Payment will be made on such redeemed or repurchased Notes during any Quarterly Commission Payment Date after such redemption or repurchase of such Notes~~amended.

~~Following~~Effective ~~the~~December ~~four~~14, ~~Quarterly Commission Payments~~2022, toHolding ~~the~~and ~~extent~~Colpitts ~~that~~entered ~~such~~into ~~Notes~~an ~~have~~amendment ~~not~~(the ~~been~~“December ~~redeemed~~2022 orAmendment”) ~~repurchased,~~to the ~~Company~~Colpitts ~~agreed~~Note, ~~to pay~~as anamended, ~~annual~~increasing ~~administration fee of 1.0% of~~ the ~~outstanding~~total ~~aggregate~~available principal ~~amount~~balance ofon the ~~Notes~~Colpitts ~~sold~~Note, byas ~~the~~amended, ~~Placement Agent~~ to ~~investors, payable~~a ~~over~~maximum ~~four~~of ~~calendar~~$12,000,000. ~~quarters~~The ~~(“Quarterly~~deed ~~Administration Payments”) in arrears on the last day~~ of ~~each calendar quarter~~ ~~(March~~trust ~~31,~~was ~~June~~also ~~30,~~amended ~~September~~on ~~30 and~~ December 31~~) (each a “Quarterly Administration Payment Date”) at a rate of 0.25% per quarter~~, ~~commencing~~2022 onto ~~the~~reflect ~~Quarterly Administration Payment Date following~~ the ~~fourth~~increase ~~Quarterly~~in ~~Commission Payment of such Notes, with such payments calculated on~~ the ~~average daily outstanding~~ principal ~~balances~~amount of the ~~Notes~~Colpitts ~~during the applicable calendar quarter; provided~~Note, ~~however,~~ toas the extent that such Notes have been redeemed or repurchased, no Quarterly Administration Payment shall be made on such Notes during any Quarterly Administration Payment Date after such redemption or repurchase of such Notesamended.

~~Notwithstanding~~As of March ~~the~~10, ~~foregoing~~2023, the ~~Placement~~unpaid ~~Agent~~principal ~~will~~balance ~~not~~of bethe ~~entitled~~Colpitts toNote ~~any~~was ~~compensation on Notes which are purchased through the reinvestment of interest~~$12,000,000 ~~including but not limited to Quarterly Commission Payments~~ and ~~Quarterly~~the ~~Administration~~unpaid ~~Payments~~accrued ~~and~~interest under ~~no circumstances will~~ the ~~Quarterly Administration Payments, in addition to the Quarterly Commission Payments and all other forms of underwriting compensation~~Colpitts ~~pursuant~~Note towas ~~FINRA Rule 2310 exceed ten percent (10%) of the gross offering proceeds~~$1,001,940.

~~Quarterly~~Except ~~Commission Payments and Quarterly Administration Payments shall be paid in arrears on the last day of each calendar quarter~~ as set forth in ~~the~~above, ~~Agreement.~~no ~~Any~~terms ~~payment~~of to the ~~Placement~~Colpitts ~~Agent~~Note, ~~will~~as beamended, ~~payable~~or ~~only~~deed ~~with~~of ~~respect~~trust tohave ~~transactions~~been ~~lawful in the jurisdictions where such transactions occur~~revised.

The ~~offering~~foregoing description of ~~Notes~~the ~~shall~~August be2022 ~~made~~Amendment inand ~~compliance~~the ~~with~~December ~~FINRA~~2022 ~~Rule~~Amendment ~~2310,~~does ~~which~~not ~~governs~~purport ~~the~~to ~~amount~~be ofcomplete ~~compensation~~and ~~that~~is ~~direct~~qualified ~~participation~~in ~~programs~~its ~~may~~entirety ~~pay for the services provided~~ by ~~FINRA~~reference ~~members.~~to ~~Accordingly,~~the ~~total~~August ~~underwriting~~2022 ~~compensation,~~Amendment ~~including Quarterly Commission Payments~~ and ~~Quarterly Administration Payments to be paid by~~ the ~~Company~~December ~~for~~2022 ~~the~~Amendment, ~~sale~~copies of ~~Notes~~which ~~shall~~are ~~not~~filed ~~exceed~~as aExhibits ~~maximum~~10.1 ~~of ten percent~~and (10~~%) of the gross proceeds of the offering~~.2 ~~The~~to ~~Placement~~this ~~Agent~~Current isReport aon ~~member~~Form ~~of FINRA~~8-K, and itwhich ~~shall~~are ~~not~~incorporated ~~re-allow~~herein ~~all~~by ~~or any part of the compensation provided for in Section 4 of the Agreement to any person who is not also a member of FINRA pursuant to FINRA Rule 2040~~reference.

~~The~~Socotra Agreement contains customary representations and warranties made by each of the Placement Agent, the Company and the Manager. These representations and warranties were made solely for the benefit of the parties to the Agreement and:Loan

●On December ~~should~~15, ~~not~~2022, beVH ~~treated~~2nd asStreet ~~categorical~~Office, ~~statements~~LLC (“VH 2nd Street”), a wholly owned subsidiary of ~~fact~~Holding, issued ~~but~~to ~~rather~~Socotra asREIT 1 LLC (“Socotra”) a ~~way~~secured note (the “Socotra Note”) in the principal sum of ~~allocating~~$3,000,000. Interest accrues at an annual rate of 10.99%, as the ~~risk~~same may be changed pursuant to ~~one~~the terms of the ~~parties~~Socotra ifNote. ~~those~~The ~~statements~~Socotra ~~prove~~Note matures toon beJanuary ~~inaccurate;~~1, ●2025. ~~may~~Interest-only ~~have~~payments ~~been~~are ~~qualified~~due and payable in consecutive monthly installments of $27,475 on the ~~Agreement~~first byday of ~~disclosures~~each month beginning on February 1, 2023. The Socotra Note requires that ~~were~~VH ~~made~~2nd Street make a balloon payment on January 1, 2025, the maturity date. Socotra has the discretionary right to extend the ~~other~~maturity ~~party~~date of the Socotra Note in ~~connection~~six-month ~~with~~increments, without prior notification to or consent of VH 2nd Street. If Socotra exercises its right to extend the ~~negotiation~~maturity date of the Socotra ~~Agreement;~~Note, ●VH ~~may~~2nd ~~apply~~Street ~~contractual~~will ~~standards~~pay a brokerage fee of ~~“materiality”~~2% ~~that~~of ~~are~~the ~~different~~outstanding principal balance. A separate extension fee will be charged for each six-month extension. Upon exercise of Socotra’s right to extend the maturity date of the Socotra Note, the interest rate will change from ~~“materiality”~~a ~~under~~fixed ~~applicable~~rate ~~securities~~of ~~laws;~~interest ~~and~~to ●an ~~were~~adjustable ~~made~~rate ~~only~~of interest that may change on the first day every month thereafter, as calculated in the Socotra Note. Pursuant to the terms of the Socotra Note, the interest rate at the first change date ofwill not be greater than 12.99% or less than 10.99%. Thereafter, the ~~Agreement~~adjustable interest rate will never be increased or ~~such~~decreased on ~~other~~any single change date orby ~~dates~~more asthan ~~may~~two percentage points from the rate of interest that was paid for the preceding month. The interest rate will never be ~~specified~~greater than 20.99% nor less than 10.99%. VH 2nd Street has no right to prepay under the Socotra Note, and Socotra has no duty to accept full or partial prepayment of the Socotra Note without VH 2nd Street giving Socotra 30 days’ prior written notice of its intention to prepay the Socotra Note. If VH 2nd Street is in default, then at the ~~Agreement~~sole and absolute discretion of Socotra, the entire unpaid principal balance will automatically bear an annual interest rate equal to the lesser of (i) 25%, and (ii) the maximum interest rate allowed by law. The Socotra Note is secured by, among other things, a deed of trust.

~~Either~~On ~~party~~December ~~may~~15, ~~terminate~~2022, ~~the~~VH ~~Agreement~~2nd atStreet ~~any~~and ~~time,~~Socotra ~~effective~~entered ~~immediately~~into a Loan and Security Agreement (the “Socotra Loan Agreement”). Pursuant Into the ~~event~~terms of ~~termination,~~ the ~~Placement~~Socotra ~~Agent~~Loan ~~shall~~Agreement, ~~not~~Socotra beagreed ~~entitled~~ to ~~any~~loan ~~commissions~~to orVH ~~any~~2nd ~~restitution~~Street ~~for~~$3,000,000. For the ~~value~~purpose of securing ~~the~~full ~~Placement~~and ~~Agent’s~~timely ~~services~~payment, ~~rendered~~VH ~~prior~~2nd toStreet orirrevocably ~~subsequent~~and unconditionally granted to ~~the~~Socotra ~~effective date~~a ofcontinuing ~~such~~general ~~termination,~~lien on ~~excepting~~and ~~only~~security ~~such~~interest ~~commissions~~in asall ~~may~~of ~~have~~VH ~~been~~2nd ~~earned~~Street’s ~~with~~right, ~~respect~~title toand ~~Notes~~interest ~~already~~that ~~sold~~VH by2nd ~~the~~Street ~~Placement~~has or may ~~Agent~~later acquire in and ~~accepted~~to, byamong other things, the ~~Company~~property ~~prior~~at to2818 ~~the~~E. ~~termination~~2nd ~~date~~Street, Vancouver, WA 98661.

The ~~foregoing~~Socotra ~~summary~~Loan ~~of the material terms of the~~ Agreement iscontains ~~not~~representations, ~~complete~~warranties and iscovenants ~~qualified~~customary infor ~~its~~an ~~entirety~~agreement ~~by reference to the full text~~ of ~~the~~this ~~Agreement, a copy of which is filed herewith as Exhibit 10~~type.~~1 and incorporated herein by reference.~~

The foregoing description of the Socotra Note and the Socotra Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the Socotra Note and the Socotra Loan Agreement, copies of which are filed as Exhibits 10.3 and 10.4, respectively, to this Current Report on Form 8-K, and which are incorporated herein by reference.

In connection with issuance of the Socotra Note, Christopher Christensen, iCap Enterprises, Inc., iCap Vault LLC, the Company, and Holding (collectively, the “Guarantors”) entered into a Guaranty (the “Guaranty”) dated as of December 15, 2022. The Company is the sole member of Holding. The sole member of the Company is iCap Vault, LLC, which is owned by iCap Enterprises, Inc., which is wholly owned by Mr. Christensen. Mr. Christensen is the Company’s Chief Executive Officer. Mr. Christensen is also an officer of Holding and a member of the Board of Managers of the iCap Vault Management, LLC, the Company’s manager. Pursuant to the terms of the Guaranty, the Guarantors agreed to guarantee to Socotra VH 2^nd Street’s performance under the Socotra Note, the Socotra Loan Agreement and the other transaction documents.

The foregoing description of the Guaranty does not purport to be complete and is qualified in its entirety by reference to the Guaranty, a copy of which is filed as Exhibit 10.5 to this Current Report on Form 8-K, and which is incorporated herein by reference.

Tritalent Loan

On December 8, 2022, Mr. Christensen and VH Pioneer Village, LLC (“VH Pioneer” and together with Mr. Christensen, the “Tritalent Borrowers”), a wholly owned subsidiary of Holding, issued to Tritalent Funding Group, Inc. and Halton Co. (together, the “Tritalent Parties”) a promissory note (the “Tritalent Note”) in the principal sum of $2,000,000. The Tritalent Note bears interest at 12% per annum, payable as follows: prepaid interest for the period between the date funds are deposited in escrow by the Tritalent Parties and January 1, 2023 at closing; monthly interest-only payments of $20,000 commencing February 1, 2023 and on the first day of each month thereafter; and all principal and unpaid interest on January 1, 2024. There is no prepayment penalty.

If any payment of principal or interest is not paid within 10 days of its due date, without limitation on any other right or remedy, the Tritalent Borrowers will pay a late fee of 5% of the amount of each past due payment. If the Tritalent Note is in default, the interest rate on all amounts due thereunder will 2% per month, and all principal and interest due under the Tritalent Note will, without notice, become immediately due and payable at the option of the Tritalent Parties. The Tritalent Note is secured by, among other things, a deed of trust.

On December 8, 2022, the Tritalent Borrowers and Tritalent entered into a Loan Agreement (the “Tritalent Loan Agreement”). Pursuant to the terms of the Tritalent Loan Agreement, Tritalent agreed to loan to the Tritalent Borrowers $2,000,000. Collateral for the Tritalent Note is a recorded trust deed and assignments of leases for the property at 4318 South Settler Drive, Ridgefield, WA.

The Tritalent Loan Agreement contains representations, warranties and covenants customary for an agreement of this type.

The foregoing description of the Tritalent Note and the Tritalent Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the Tritalent Note and the Tritalent Loan Agreement, copies of which are filed as Exhibits 10.6 and 10.7, respectively, to this Current Report on Form 8-K, and which are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided above in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed with this Current Report on Form 8-K:

Exhibit No.		Description

10.1		Amendment to Promissory Note, dated August 31, 2022, by and between Colpitts Sunset, LLC and Vault Holding, LLC.
10.2		Amendment No. 3 to Promissory Note, dated December 14, 2022, by and between Colpitts Sunset, LLC and Vault Holding, LLC.
10.3		Secured Note, dated December 15, 2022, issued by VH 2nd Street Office, LLC, in favor of Socotra REIT 1 LLC.
10.4		Loan and Security Agreement, dated as of December 15, 2022, by and between VH 2nd Street Office, LLC, and Socotra REIT 1 LLC.
10.5		Guaranty, dated as of December 15, 2022, by and between Christopher Christensen, iCap Enterprises, Inc., iCap Vault LLC, iCap Vault 1, LLC, Vault Holding, LLC, and Socotra REIT 1, LLC.
10.6		Promissory Note, dated December 8, 2022, issued by Chris Christensen and VH Pioneer Village, LLC in favor of Tritalent Funding Group, Inc. and Halton Co.
10.7		Loan Agreement, dated December 8, 2022, by and among Chris Christensen, VH Pioneer Village, LLC, Tritalent Funding Group, Inc. and Halton Co.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Exhibit
Number		Description
10.1		Placement Agent Agreement between iCap Vault 1, LLC and IBN Financial Services, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

	iCap Vault 1, LLC
November 15, 2022	By:	/s/ Chris Christensen
Dated: March 13, 2023	/s/ Chris Christensen
	Name:	Chris Christensen Chief Executive Officer
	Chris Christensen
	Chief Executive Officer

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