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Correspondence 0001493152-23-019570 from Masterworks 285, LLC (CIK 0001976538)

Masterworks 285, LLC (CIK 0001976538)
Date: May 31, 2023 · CIK: 0001976538 · Accession: 0001493152-23-019570

AI Filing Summary & Sentiment

File numbers found in text: 024-12259

Date
May 31, 2023
Author
MASTERWORKS 285, LLC
Form
CORRESP
Company
Masterworks 285, LLC (CIK 0001976538)

Letter

Office of Trade & Services Division of Corporation Finance Securities and Exchange Commission File No. 024-12259 Acceleration Request Requested Date: June 1, 2023 Requested Time: 12:00 PM Eastern Time

Dear Sir or Madam:

Masterworks 285, 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 31, 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 285, LLC

Show Raw Text
CORRESP
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filename1.htm

MASTERWORKS 285, LLC

225 Liberty Street, 29th Floor

New York, New York 10281

Phone: (203) 518-5172

May 31, 2023

Office of Trade & Services

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    Masterworks 285, LLC

    Offering Statement on Form 1-A

    Filed on May 22, 2023

    File No. 024-12259

Acceleration Request

Requested Date:
June 1, 2023

Requested Time: 12:00 PM Eastern
Time

Dear Sir or Madam:

Masterworks 285, 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 31, 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 285, LLC

    By:
    /s/ Joshua B. Goldstein

    Joshua B. Goldstein

    General Counsel and Secretary