Correspondence 0001493152-22-031803 from Masterworks 157, LLC (CIK 0001939028)
Masterworks 157, LLC (CIK 0001939028)
Date: Nov. 14, 2022 · CIK: 0001939028 · Accession: 0001493152-22-031803
AI Filing Summary & Sentiment
File numbers found in text: 024-12016
Referenced dates: November 9, 2022
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CORRESP
1
filename1.htm
November
14, 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
157, LLC
Amendment No. 2 to Offering Statement on Form 1-A
Filed November 4, 2022
File No. 024-12016
Dear
Sir or Madam:
We
have electronically filed herewith on behalf of Masterworks 157, LLC (the “Company”) Amendment No. 3 (“Amendment No.
3”) to the above-referenced offering statement on Form 1-A originally filed on October 6, 2022, as amended by Amendment No. 1 filed
on October 19, 2022, and Amendment No. 2 filed on November 4, 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 comment of the staff of the Division of Corporation Finance (the “Staff”)
set forth in the Staff’s comment letter to Joshua 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
Highlights,
page 4
1.
Comment:
We note your response to comment 1 and reissue. Please revise footnote 3 to explicitly quantify and detail how the 21.5% annualized
return to investors was calculated. In this regard, you should include a more detailed breakdown with specific line items explicitly
detailing how the disclosed annualized return was calculated. We note that you have not quantified or detailed any fees, costs or
profit shares. The distribution waterfall should be clearly quantified and detailed and tied to the disclosed annualized return.
Alternatively, please delete the metric.
Response:
In response to the Staff’s comment, the Company has deleted the annualized return metric on page 4 of Amendment No. 3.
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
157, 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