SEC – ‘UPLOAD’ from 5/30/19 re: Masterworks 002, LLC – ‘TEXT-EXTRACT’

On:  Thursday, 5/30/19, at 12:16pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed to:  12/4/19   ·   Accession #:  0-19-9135

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF    104K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC (PDF Text)      3±    14K 

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC (PDF Text)

Mail 3561                                                                       
                                                            May 30, 2019

Scott J. Lynn                                                               
Chief Executive Officer                                                     
Masterworks 002, LLC                                                        
Spring Lane, 6 St.                                                          
Johns Lane 7th Floor                                                        
New York, New York 10013                                                    

Re:   Masterworks 002, LLC                              
     Amendment No. 2 to Offering Statement on Form 1-A
Filed May 16, 2019                          
File No. 024-10884                          

Dear Mr. Lynn:                                                              

We have reviewed your amended offering statement and have the 
following comments.                                                             
In some of our comments, we may ask you to provide us with information so we
may better                                                                      
understand your disclosure.                                                 

       Please respond to this letter by amending your offering statement and
providing the                                                                   
 requested information. If you do not believe our comments apply to your facts
and                                                                             
circumstances or do not believe an amendment is appropriate, please tell us 
why in your                                                                     
response.                                                                   

  After reviewing any amendment to your offering statement and the
information you                                                                 
provide in response to these comments, we may have additional comments.     
Unless we note                                                                  
otherwise, our references to prior comments are to comments in our September
11, 2018 letter.                                                                

Questions and Answers About This Offering                                   

Q. Who holds legal title to the artwork?, page 3                            

   1. We note your disclosure in this section that "[t]itle to the artwork
is held in the name of                                                          
      Masterworks Art Holdco 002, GP." Please revise to ensure consistency
throughout the                                                                  
   offering circular. In this regard, we note your disclosure in the
third question of this                                                          
     section, and throughout the Offering Circular, that Art Holdco will
acquire title to the                                                            
     Painting once the merger is consummated. Clarify when the merger is
expected to be                                                                  
    consummated and if there is any risk that Art Holdco will not hold
title to the artwork                                                            
after investors purchase shares in this offering.             
Scott J. Lynn                                                                 
Masterworks 002, LLC                                                            
May 30, 2019                                                                    
Page 2                                                                          

Summary, page 7                                                                 

2. We note your disclosure throughout the Offering that "investors in this
Offering will own                                                               
the same fractional interest in Art Holdco, and effectively, the    
Painting, irrespective of                                                       
     the size of the Private Placement." In light of the limited voting rights
of holders of your                                                              
Class A ordinary shares to affect your business and your management 
control over Art                                                                
     Holdco, please clarify, if true, that investors in this Offering will own
a direct interest in                                                            
you, rather than Art Holdco.                                        

3. Enhance your disclosure to explain why you are opting to conduct the   
Regulation D                                                                    
 offering and this offering at the same time. Also, you state that the
Regulation D offering                                                           
     will be a concurrent offering; clarify when you expect it to commence and
terminate.                                                                      

Exchange and Qualification Rights, page 10                                      

  4. We note your disclosures that "Masterworks Collection will have the right
to exchange                                                                     
all or a portion of its partnership interests in Art Holdco by      
contributing them to Reg A                                                      
   GP in exchange for the Company issuing Class A ordinary shares." Please
clarify, if true,                                                               
that such issuance of Class A ordinary shares will dilute investors'
interest in you and                                                             
   include risk factor disclosure, as appropriate. In this regard, we also
note your statement                                                             
     that "[a]ny such exchange will be executed at an exchange ratio such that
the Class A                                                                     
   ordinary shareholders of the Company immediately prior to such exchange
will                                                                            
   beneficially own the same percentage interest in Art Holdco immediately
after giving                                                                    
     effect to such exchange," which appears to suggest that investors in this
offering will                                                                   
 hold a direct interest in Art Holdco, rather than you. Please revise.

Organizational Structure, page 11                                               

5. Please revise your chart to depict how Masterworks Collection 1, LP is 
affiliated with                                                                 
  Masterworks and how it is controlled, with a view to understanding who
has the ability to                                                              
effectuate decisions that impact one of the 2 general partners that 
control Art Holdco. In                                                          
   this regard, revise to provide risk factor disclosure that acknowledges
the risk of joint                                                               
control over Art Holdco and the fact that you may not be able to    
effectuate decisions,                                                           
such as sell the painting, without Masterworks Collections' consent.
Scott J. Lynn                                                                 
Masterworks 002, LLC                                                            
May 30, 2019                                                                    
Page 3                                                                          

You may contact Jennifer Thompson, Accounting Branch Chief, at    
202-551-3737 if you                                                             
have questions regarding comments on the financial statements and related       
matters. Please                                                                 
contact Jennifer L pez, Staff Attorney, at 202-551-3792 or me at 202-551-3720   
with any other                                                                  
questions.                                                                      

                                            Sincerely,

                                                    /s/ Mara L. Ransom

                                                Mara L. Ransom
                                                    Assistant Director
                                                    Office of Consumer
Products                                                                        

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		12/4/19		CORRESP,  UPLOAD
Filed on:		5/30/19		UPLOAD
		5/16/19		1-A/A,  UPLOAD
		9/11/18		UPLOAD
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/15/18  Masterworks 002, LLC              1-A                    4:1.3M                                   M2 Compliance LLC/FA