Correspondence 0001493152-22-032544 from Masterworks 108, LLC (CIK 0001908830)
Masterworks 108, LLC (CIK 0001908830)
Date: Nov. 15, 2022 · CIK: 0001908830 · Accession: 0001493152-22-032544
AI Filing Summary & Sentiment
File numbers found in text: 024-11812
Referenced dates: November 9, 2022
Letter
Office of Trade & Services Division of Corporation Finance Securities and Exchange Commission Amendment No. 2 to Offering Statement on Form 1-A Filed October 20, 2022 File No. 024-11812
Re: Masterworks 108, LLC
Dear Sir or Madam:
We have electronically filed herewith on behalf of Masterworks 108, LLC (the “Company”) Amendment No. 3 (“Amendment No. 3”) to the above-referenced offering statement on Form 1-A originally filed on February 24, 2022, as amended by Amendment No. 1 filed on May 16, 2022 and Amendment No. 2 filed on October 20, 2022 (“Amendment No. 2” and, as amended by Amendment No. 3, the “Form 1-A”). Amendment No. 3 is marked with < R > tags to show changes made from the Amendment No. 2 filing. In addition, we have included a narrative response keyed to the comments of the staff of the Division of Corporation Finance (the “Staff”) set forth in the Staff’s comment letter to Joshua B. Goldstein dated November 9, 2022. We trust you shall deem the contents of this transmittal letter responsive to your comment letter.
Amendment No. 2 to Offering Statement on Form 1-A
General
1. Comment: 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.
Response: In response to the Staff’s comment, the Company has modified its disclosure on page 40 of Amendment No. 3, and has included reference to a Form 1-U for each relevant issuer that includes a detailed breakdown of the disclosed net annualized return for each such issuer.
If the Staff has any further comments regarding the offering statement on Form 1-A, or any subsequent amendments to the Company’s offering statement on Form 1-A, please feel free to contact the undersigned.
MASTERWORKS 108, LLC
By:
/s/ Joshua B. Goldstein
Joshua B. Goldstein
General Counsel and Secretary
cc: Taylor Beech/U.S. Securities and Exchange Commission
Donald Field/U.S. Securities and Exchange Commission
Jennifer L. Klass/Baker & McKenzie LLP
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CORRESP
1
filename1.htm
November
15, 2022
VIA
ELECTRONIC EDGAR FILING
Office
of Trade & Services
Division
of Corporation Finance
Securities
and Exchange Commission
100
F. Street, N.E.
Washington,
D.C. 20549
Re:
Masterworks
108, LLC
Amendment
No. 2 to Offering Statement on Form 1-A
Filed
October 20, 2022
File
No. 024-11812
Dear
Sir or Madam:
We
have electronically filed herewith on behalf of Masterworks 108, LLC (the “Company”) Amendment No. 3 (“Amendment No.
3”) to the above-referenced offering statement on Form 1-A originally filed on February 24, 2022, as amended by Amendment No. 1
filed on May 16, 2022 and Amendment No. 2 filed on October 20, 2022 (“Amendment No. 2” and, as amended by Amendment No. 3,
the “Form 1-A”). Amendment No. 3 is marked with < R > tags to show changes made from the Amendment No. 2 filing. In
addition, we have included a narrative response keyed to the comments of the staff of the Division of Corporation Finance (the “Staff”)
set forth in the Staff’s comment letter to Joshua B. Goldstein dated November 9, 2022. We trust you shall deem the contents of
this transmittal letter responsive to your comment letter.
Amendment
No. 2 to Offering Statement on Form 1-A
General
1.
Comment:
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.
Response:
In response to the Staff’s comment, the Company has modified its disclosure on page 40 of Amendment No. 3, and has included
reference to a Form 1-U for each relevant issuer that includes a detailed breakdown of the disclosed net annualized return for each
such issuer.
If
the Staff has any further comments regarding the offering statement on Form 1-A, or any subsequent amendments to the Company’s
offering statement on Form 1-A, please feel free to contact the undersigned.
MASTERWORKS
108, LLC
By:
/s/
Joshua B. Goldstein
Joshua
B. Goldstein
General
Counsel and Secretary
cc:
Taylor
Beech/U.S. Securities and Exchange Commission
Donald
Field/U.S. Securities and Exchange Commission
Jennifer
L. Klass/Baker & McKenzie LLP