Correspondence 0001493152-22-034730 from Masterworks 197, LLC (CIK 0001953832)
Masterworks 197, LLC (CIK 0001953832)
Date: Dec. 7, 2022 · CIK: 0001953832 · Accession: 0001493152-22-034730
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File numbers found in text: 024-12076
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CORRESP
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filename1.htm
MASTERWORKS
197, LLC
225
Liberty Street, 29th Floor
New
York, New York 10281
Phone:
(203) 518-5172
December
7, 2022
Office
of Trade & Services
Division
of Corporation Finance
Securities
and Exchange Commission
100
F. Street, N.E.
Washington,
D.C. 20549
Re:
Masterworks 197, LLC
Offering Statement on Form 1-A
Filed on November 23, 2022
File No. 024-12076
Acceleration
Request
Requested
Date: December 8, 2022
Requested
Time: 12:00 PM Eastern Time
Dear
Sir or Madam:
Masterworks
197, LLC (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) take
appropriate action to declare the above-captioned Offering Statement on Form 1-A qualified at the “Requested Date” and “Requested
Time” set forth above or as soon thereafter as practicable.
The
Company hereby authorizes Josh Goldstein, inhouse legal counsel, to orally modify or withdraw this request for acceleration.
The
Company hereby acknowledges that:
●
should the Commission or
the staff of the Commission, acting pursuant to delegated authority, declare the filing qualified, it does not foreclose the Commission
from taking any action with respect to the filing;
●
the action of the Commission
or the staff, acting pursuant to delegated authority, in declaring the filing qualified, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and
●
the Company may not assert
the staff comments and the declaration of qualification as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.
The
Company also agrees that it will only sell shares of its Class A ordinary shares pursuant to the subject Offering Statement in states
where the offering is registered or where there is an applicable exemption from the applicable state’s securities law available.
Securities
and Exchange Commission
December
7, 2022
Page
2
The
Company requests that it be notified of such qualification by a telephone call to Josh Goldstein at (646) 263 6995 or email to him at:
jgoldstein@masterworks.com.
Very truly yours,
MASTERWORKS 197, LLC
By:
/s/
Joshua B. Goldstein
Joshua B. Goldstein
General Counsel and Secretary