ANTHONY L.G., PLLC
| LAURA ANTHONY, ESQ | WWW.ANTHONYPLLC.COM | |
| GEOFFREY ASHBURNE, ESQ* | WWW.SECURITIESLAWBLOG.COM | |
| JOHN CACOMANOLIS, ESQ** | WWW.LAWCAST.COM | |
| CHAD FRIEND, ESQ, LLM | ||
| SVETLANA ROVENSKAYA, ESQ*** | ||
| OF COUNSEL: | DIRECT E-MAIL: | |
| LANTHONY@ANTHONYPLLC.COM | ||
| MICHAEL R. GEROE, ESQ, CIPP/US**** | ||
| CRAIG D. LINDER, ESQ***** | ||
| PETER P. LINDLEY, ESQ, CPA, MBA | ||
| STUART REED, ESQ | ||
| MARC S. WOOLF, ESQ |
*licensed in CA
**licensed in FL and NY
***licensed in NY and NJ
****licensed in CA, DC, MO and NY
*****licensed in CA, FL and NY
April 9, 2021
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 048, LLC |
| Offering Statement on Form 1-A | |
| Filed March 4, 2021 | |
| File No. 024-11476 |
Dear Sir or Madam:
We have electronically filed herewith on behalf of Masterworks 048, LLC (the “Company”) Amendment No. 1 (“Amendment No. 1”) to the above-referenced offering statement on Form 1-A originally filed on March 4, 2021. Amendment No. 1 is marked with
tags to show changes made from the Form 1-A filed on March 4, 2021. In addition, we have included a narrative response, keyed to the comments of the staff of the Division of Corporation Finance (the “Staff”) set forth in the Staff’s comment letter to Joshua Goldstein dated March 29, 2021. We trust you shall deem the contents of this transmittal letter responsive to your comment letter.
Offering Statement on Form 1-A Filed March 4, 2021
General.
| 1. | Comment: Please add disclosure regarding Masterworks’ qualification rights that have been added as Section 8.20 of your LLC Agreement. |
Response: The Company notes that a description of the qualification rights included in Section 8.20 of the LLC Operating Agreement was included in the Form 1-A in the section entitled “Interest of Management and Others in Certain Transactions” on page 62 of the Form 1-A. In light of the Staff’s Comment, the Company has included revised disclosure in the section entitled “Interest of Management and Others in Certain Transactions” on page 64 of Amendment No. 1 and replicated the disclosure in the section entitled “Description of Shares – Summary of Operating agreement” on page 73 of Amendment No. 1. The Company has also included revised disclosure in the sections entitled “Summary” on page 6 and “Risk Factors” on page 23 of Amendment No. 1 to highlight the risk that if Masterworks were to exercise its qualification rights, it may be more difficult for a shareholder to sell shares on the Secondary Market and it may adversely affect the share price.
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.
| Anthony L.G., PLLC | ||
| By: | /s/ Laura Anthony | |
| Laura Anthony, Esq. | ||
| cc: | Taylor Beech/U.S. Securities and Exchange Commission |
Mara Ransom/ U.S. Securities and Exchange Commission Craig D. Linder, Esq./Anthony L.G., PLLC | |
| Joshua B. Goldstein/Masterworks 048, LLC |
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