0001493152-22-002442.txt : 20220128 0001493152-22-002442.hdr.sgml : 20220128 20220127191738 ACCESSION NUMBER: 0001493152-22-002442 CONFORMED SUBMISSION TYPE: 1-A/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20220128 DATE AS OF CHANGE: 20220127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Masterworks 105, LLC CENTRAL INDEX KEY: 0001896739 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 873714002 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 1-A/A SEC ACT: 1933 Act SEC FILE NUMBER: 024-11742 FILM NUMBER: 22564858 BUSINESS ADDRESS: STREET 1: 225 LIBERTY STREET STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 2035185172 MAIL ADDRESS: STREET 1: 225 LIBERTY STREET STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 1-A/A 1 primary_doc.xml 1-A/A LIVE 0001896739 XXXXXXXX 024-11742 true true Masterworks 105, LLC DE 2022 0001896739 7380 87-3714002 0 0 225 LIBERTY STREET 29TH FLOOR NEW YORK NY 10281 203-518-5172 JOSH GOLDSTEIN Other 100.00 0.00 0.00 0.00 100.00 0.00 0.00 0.00 100.00 100.00 0.00 0.00 0.00 0.00 0.00 0.00 N/A Membership Interests 1000 000000000 NONE None 0 000000000 NONE None 0 000000000 NONE true true Tier2 Audited Equity (common or preferred stock) Y Y N Y Y N 158200 0 20.0000 3164000.00 0.00 0.00 0.00 3164000.00 Independent Brokerage Solutions LLC and Arete Wealth Management, LLC 38370.00 Independent Brokerage Solutions LLC and Arete Wealth Management, LLC 94920.00 N/A 0.00 N/A 0.00 Anthony L.G., PLLC 5000.00 N/A 0.00 N/A 5000.00 44856 3164000.00 Estimated Net Proceeds Calculation (above) of $3,164,000 does not include any offering fees as all fees in connection with the offering are to be paid by Masterworks Administrative Services, LLC and affiliates. true AL AK AZ AR CA CO CT DE FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY DC PR A0 A1 A2 A3 A4 A5 A6 A7 A8 A9 B0 Z4 AL AK AZ AR CA CO CT DE FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY DC PR A0 A1 A2 A3 A4 A5 A6 A7 A8 A9 B0 Z4 Masterworks 105, LLC Membership Interests 1000 0 100% of the membership interests in Masterworks 105, LLC were issued to Masterworks Gallery, LLC in return for a capital contribution of $100 The foregoing issuances were pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions by an issuer not involving any public offering. PART II AND III 2 partiiandiii.htm

As filed with the Securities and Exchange Commission on January 27, 2022

File No. 024-11742

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-A/A

(Amendment No. 2)

REGULATION A OFFERING CIRCULAR

UNDER THE SECURITIES ACT OF 1933

MASTERWORKS 105, LLC

(Exact name of issuer as specified in its charter)

Delaware

(State of other jurisdiction of incorporation or organization)

225 Liberty St., 29th Floor

New York, New York 10281

Phone: (203) 518-5172

(Address, including zip code, and telephone number,

including area code of issuer’s principal executive office)

Joshua B. Goldstein

General Counsel and Secretary

Masterworks 105, LLC

225 Liberty St., 29th Floor

New York, New York 10281

Phone: (203) 518-5172

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copy to:

Laura Anthony, Esq.

Craig D. Linder, Esq.

Anthony L.G., PLLC

625 N. Flagler Drive, Suite 600

West Palm Beach, FL 33401

Phone: (561) 514-0936

Fax: (561) 514-0832

7380

87-3714002

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

EXPLANATORY NOTE

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission on December 6, 2021, which was amended and restated on Form 1A/A on January 24, 2022 (“Amendment No. 1”). This “exhibits only” amendment is filed solely to correct a scrivener’s error in Amendment No. 1, Part III, Exhibit 12.1, the Opinion of ANTHONY L.G., PLLC. The number of Masterworks 105, LLC’s membership interests in the form of Class A ordinary shares being offered was erroneously stated in the first paragraph of the opinion filed. On January 27, 2022, ANTHONY L.G., PLLC issued a revised opinion, Exhibit 12.1 hereto, correctly stating that the number of Class A ordinary shares offered is up to 158,200.

PART III – EXHIBITS

Index to Exhibits

Exhibit
No.		Exhibit Description

1.1		Form of Engagement Letter and Agreement Among Co-Managers.*

2.1		Certificate of Formation of Masterworks 105, LLC filed with Delaware Secretary of State on November 17, 2021.*

2.2		Form of Second Amended and Restated Operating Agreement of Masterworks 105, LLC. *

4.1		Form of Subscription Agreement for Regulation A Offering.*

6.1		Form of Administrative Services Agreement. *

6.2		Form of Intercompany Agreement.*

6.3		Form of Art Purchase Agreement of Terms and Conditions of Sale.*

10.1		Power of Attorney.*

11.1		Consent of ANTHONY L.G., PLLC (included in Exhibit 12.1).**

12.1		Opinion of ANTHONY L.G., PLLC dated January 27, 2022**

13.1		Testing the Waters Materials.*

13.2		Testing the Waters Materials.*

* Previously filed

** Filed herewith

SIGNATURES

Pursuant to the requirements of Regulation A, the registrant has duly caused this Amendment No.2 to Form 1-A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on January 27, 2022.

	MASTERWORKS 105, LLC

	By:	/s/ Joshua B. Goldstein
		Joshua B. Goldstein
		General Counsel and Secretary

Pursuant to the requirements of Regulation A, this Amendment No.2 to Form 1-A has been signed by the following persons in the capacities indicated on January 27, 2022.

Name		Title

*		Chief Executive Officer of Masterworks 105, LLC
Nigel S. Glenday		(Principal Executive Officer)

*		Chief Financial Officer and Member of the Board of Managers of Masterworks 105, LLC
Nigel S. Glenday		(Principal Financial Officer and Principal Accounting Officer)

/s/ Joshua B. Goldstein		General Counsel,
Joshua B. Goldstein		Secretary and Member of the Board of Managers of Masterworks 105, LLC

*		Member of Board of Managers;
Eli D. Broverman		Independent Manager of Masterworks 105, LLC

*By:	/s/ Joshua B. Goldstein
	Joshua B. Goldstein
	Attorney-in-fact

ADD EXHB 3 ex12-1.htm

Exhibit 12.1

ANTHONY L.G., PLLC

laura aNTHONy, esq

JOHN CACOMANOLIS, ESQ*

CHAD FRIEND, ESQ, LLM

SVETLANA ROVENSKAYA, ESQ**

OF COUNSEL:

Jack A. Fattal, esq.***

Jessica Haggard, esq. ****

MICHAEL R. GEROE, ESQ, CIPP/US*****

CRAIG D. LINDER, ESQ******

PETER P. LINDLEY, ESQ, CPA, MBA

john lowy, esq.*******

STUART REED, ESQ

Harris Tulchin, Esq. ********

MARC S. WOOLF, ESQ

www.ANTHONYPLLC.com

WWW.SECURITIESLAWBLOG.COM

WWW.LAWCAST.COM

DIRECT E-MAIL: LANTHONY@ANTHONYPLLC.COM

*licensed in FL and NY

**licensed in NY and NJ

*** licensed in NY

****licensed in Missouri

*****licensed in CA, DC, MO and NY

******licensed in CA, FL and NY

*******licensed in NY and NJ

********licensed in CA and HI (inactive in HI)

January 27, 2022

Masterworks 105, LLC

225 Liberty Street, 29th Floor

New York, New York 10281

Re: Masterworks 105, LLC Amendment No. 2 to Offering Statement on Form 1-A (File No. 024-11742)

Ladies and Gentlemen:

We have acted as securities counsel to Masterworks 105, LLC (the “Company”) in connection with the preparation and filing with the Securities and Exchange Commission of a Regulation A offering statement on Form 1-A, as filed on December 6, 2021, with File No. 024-11742, as amended (the “Offering Statement”), relating to the offer by the Company of up to 158,200 of the Company’s membership interests in the form of Class A ordinary shares, for a purchase price of $20.00 per share (the “Shares”).

This opinion letter is being delivered in accordance with the requirements of Item 17(12) of Form 1-A under the Securities Act of 1933, as amended.

In connection with rendering this opinion, we have examined the originals, or certified, conformed or reproduction copies, of all such records, agreements, instruments and documents as we have deemed relevant or necessary as the basis for the opinion hereinafter expressed. In all such examinations, we have assumed the genuineness of all signatures on original or certified copies and the conformity to original or certified copies of all copies submitted to us as conformed or reproduction copies.

We have reviewed: (a) the certificate of formation of the Company; (b) the amended and restated operating agreement of the Company; (c) the offering circular; (d) form of Subscription Agreement; and (e) such other corporate documents, records, papers and certificates as we have deemed necessary for the purposes of the opinions expressed herein.

Based upon and subject to the foregoing and to the other qualifications and limitations set forth herein, we are of the opinion that the Shares, when issued and delivered in the manner and/or the terms described in the Offering Statement as filed (after it is declared qualified), will be validly issued, fully paid and non-assessable.

We express no opinion with regard to the applicability or effect of the law of any jurisdiction other than, as in effect on the date of this letter, (a) the internal laws of the State of Delaware and (b) the federal laws of the United States. We express no opinion as to laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion should the laws be changed after the effective date of the Offering Statement by legislative action, judicial decision or otherwise.

We hereby consent to the filing of this opinion as an exhibit to the Offering Statement and to the reference to our firm under the caption “Legal Matters” in the Offering Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Sincerely yours,

/s/ Laura E. Anthony
Laura E. Anthony,
For the Firm

625 N. FLAGLER DRIVE, SUITE 600 • WEST PALM BEACH, FLORIDA • 33401 • PHONE: 561-514-0936 • FAX 561-514-0832