SEC Comment Letter 0000000000-22-012225 to Masterworks 108, LLC (CIK 0001908830)
Masterworks 108, LLC (CIK 0001908830)
Date: Nov. 9, 2022 · CIK: 0001908830 · Accession: 0000000000-22-012225
AI Filing Summary & Sentiment
File numbers found in text: 024-11812
Letter
United States securities and exchange commission logo November 9, 2022 Joshua B. Goldstein General Counsel and Secretary Masterworks 108, LLC 225 Liberty St. 29th Floor New York, New York 10281 Re:Masterworks 108, LLC Amendment No. 2 to Offering Statement on Form 1-A Filed October 20, 2022 File No. 024-11812 Dear Joshua B. Goldstein: We have reviewed your amended offering statement and have the following comment. In our comment, 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 comment applies 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 this comment, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our October 11, 2022 letter. Amendment No. 2 to Offering Statement on Form 1-A General 1.We note your response to comment 1 and reissue in part. We note your revised disclosure on page 40 regarding the net annualized returns for specific issuers who have sold a painting. Please revise to add detailed footnotes which explicitly quantify and detail how the disclosed net annualized returns to investors were calculated. In this regard, you should include a detailed breakdown with specific line items explicitly detailing how the disclosed net annualized return was calculated to include quantifying any fees, costs or profit shares which were deducted from the sale amount. The distribution waterfalls should be clearly quantified, detailed and tied to the disclosed net annualized return. Alternatively, please delete the metrics.
FirstName LastNameJoshua B. Goldstein Comapany NameMasterworks 108, LLC November 9, 2022 Page 2 FirstName LastName Joshua B. Goldstein Masterworks 108, LLC November 9, 2022 Page 2 Please contact Taylor Beech at 202-551-4515 or Donald Field at 202-551-3680 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
November 9, 2022
Joshua B. Goldstein
General Counsel and Secretary
Masterworks 108, LLC
225 Liberty St. 29th Floor
New York, New York 10281
Re:Masterworks 108, LLC
Amendment No. 2 to Offering Statement on Form 1-A
Filed October 20, 2022
File No. 024-11812
Dear Joshua B. Goldstein:
We have reviewed your amended offering statement and have the following comment. In
our comment, 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 comment applies 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 this comment, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our October 11, 2022 letter.
Amendment No. 2 to Offering Statement on Form 1-A
General
1.We note your response to comment 1 and reissue in part. We note your revised disclosure
on page 40 regarding the net annualized returns for specific issuers who have sold a
painting. Please revise to add detailed footnotes which explicitly quantify and detail how
the disclosed net annualized returns to investors were calculated. In this regard, you
should include a detailed breakdown with specific line items explicitly detailing how the
disclosed net annualized return was calculated to include quantifying any fees, costs or
profit shares which were deducted from the sale amount. The distribution waterfalls
should be clearly quantified, detailed and tied to the disclosed net annualized return.
Alternatively, please delete the metrics.
FirstName LastNameJoshua B. Goldstein
Comapany NameMasterworks 108, LLC
November 9, 2022 Page 2
FirstName LastName
Joshua B. Goldstein
Masterworks 108, LLC
November 9, 2022
Page 2
Please contact Taylor Beech at 202-551-4515 or Donald Field at 202-551-3680 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services