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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

Date
November 4, 2022
Author
Not clearly detected
Form
CORRESP
Company
Masterworks 157, LLC (CIK 0001939028)

Letter

Office of Trade & Services Division of Corporation Finance Securities and Exchange Commission Amendment No. 2 to Offering Statement on Form 1-A Filed November 4, 2022 File No. 024-12016

Re: Masterworks 157, LLC

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

Show Raw Text
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