Correspondence 0001493152-23-005300 from Masterworks 222, LLC (CIK 0001958941)

Masterworks 222, LLC (CIK 0001958941)
Date: Feb. 16, 2023 · CIK: 0001958941 · Accession: 0001493152-23-005300

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AI Filing Summary & Sentiment

File numbers found in text: 024-12146

Date

February 7, 2023

Author

MASTERWORKS 222, LLC

Form

CORRESP

Company

Masterworks 222, LLC (CIK 0001958941)

Letter

Office of Trade & Services Division of Corporation Finance Securities and Exchange Commission File No. 024-12146 Acceleration Request Requested Date: February 17, 2023 Requested Time: 12:00 PM Eastern Time

Dear Sir or Madam:

Masterworks 222, 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

February 16, 2023

Page

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 222, LLC

Show Raw Text

CORRESP
1
filename1.htm

MASTERWORKS
222, LLC

225
Liberty Street, 29th Floor

New
York, New York 10281

Phone:
(203) 518-5172

February
16, 2023

Office
of Trade & Services

Division
of Corporation Finance

Securities
and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

    Re:
    Masterworks
    222, LLC

    Offering
    Statement on Form 1-A

    Filed
    on February 7, 2023

    File
    No. 024-12146

Acceleration
Request

Requested
Date: February 17, 2023

Requested
Time: 12:00 PM Eastern Time

Dear
Sir or Madam:

Masterworks
222, 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

February
16, 2023

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 222, LLC

    By:
    /s/ Joshua
    B. Goldstein

    Joshua B. Goldstein

    General Counsel and Secretary

SecProbe.io