SEC Comment Letter for Masterworks 009, LLC (CIK 0001806903) — May 4, 2020
Masterworks 009, LLC (CIK 0001806903)
Date: May 4, 2020 · CIK: 0001806903 · Accession: 0000000000-20-003857
AI Filing Summary & Sentiment
File numbers found in text: 024-11185
Show Raw Text
United States securities and exchange commission logo
April 30, 2020
Joshua B. Goldstein
General Counsel
Masterworks 009, LLC
497 Broome Street
New York, New York 10013
Re:Masterworks 009, LLC
Offering Statement on Form 1-A
Filed on April 2, 2020
File No. 024-11185
Dear Mr. Goldstein:
We have reviewed your offering statement 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 offering 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 offering statement and the information you
provide in response to these comments, we may have additional comments.
Form 1-A filed April 2, 2020
Cover Page , page 1
1.We note your statement that you will not accept subscriptions prior to your filing of an
amendment or supplement identifying the specific art work you will purchase. Please
advise us whether you will be receiving (although not accepting) subscriptions prior to
your filing of an amendment or supplement identifying the specific art work you will
purchase. In this regard, your references to "amendment or supplement" are unclear;
please also revise to clarify that you will identify the artwork, and file the definitive
agreement to acquire the artwork, in an amendment to this offering statement prior to
qualification of this offering or tell us why you believe a post-qualification amendment or
supplement is consistent with your disclosure that that you will not accept subscriptions
before identifying the artwork.
FirstName LastNameJoshua B. Goldstein
Comapany NameMasterworks 009, LLC
April 30, 2020 Page 2
FirstName LastName
Joshua B. Goldstein
Masterworks 009, LLC
April 30, 2020
Page 2
Organizational Structure, page 6
2.We note that you have listed some broad categories of risk factors applicable to an
investment in your offering. Item 3 of Form 1-A requires a carefully organized series of
short, concise paragraphs, summarizing the most significant factors that make the offering
speculative or substantially risky. Please revise.
We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
You may contact Scott Anderegg, Staff Attorney at 202-551-3342 or Mara Ransom,
Office Chief, at 202-551-3264 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services