Correspondence 0001493152-23-017972 from Masterworks 277, LLC (CIK 0001976015)
Masterworks 277, LLC (CIK 0001976015)
Date: May 17, 2023 · CIK: 0001976015 · Accession: 0001493152-23-017972
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File numbers found in text: 024-12249
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CORRESP
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filename1.htm
MASTERWORKS
277, LLC
225
Liberty Street, 29th Floor
New
York, New York 10281
Phone:
(203) 518-5172
May
17, 2023
Office
of Trade & Services
Division
of Corporation Finance
Securities
and Exchange Commission
100
F. Street, N.E.
Washington,
D.C. 20549
Re:
Masterworks
277, LLC
Offering
Statement on Form 1-A
Filed
on May 12, 2023
File
No. 024-12249
Acceleration
Request
Requested
Date: May 19, 2023
Requested
Time: 12:00 PM Eastern Time
Dear
Sir or Madam:
Masterworks
277, 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
May
17, 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
277, LLC
By:
/s/
Joshua B. Goldstein
Joshua
B. Goldstein
General
Counsel and Secretary