Exhibit 6.3
As filed with the Securities and Exchange Commission on March 16, 2022
File No. 024-11822
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-A
(Amendment No. 1)
REGULATION A OFFERING CIRCULAR
UNDER THE SECURITIES ACT OF 1933
MASTERWORKS 111, 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 111, 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 | 87-4764769 | |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
EXPLANATORY NOTE
This Amendment No. 1 to the offering statement on Form 1-A (the “Form 1-A”) of Masterworks 111, LLC (the “Company”), filed on March 9, 2022, has been filed pursuant to Rule 252(f)(1)(iii) promulgated under the Securities Act of 1933, as amended, for the sole purpose of refiling Exhibit 6.3 hereto. No other changes have been made to the Company’s offering statement on Form 1-A, including to Part I or Part II of the Form 1-A since the filing of the Form 1-A.
PART III – EXHIBITS
Index to Exhibits
* Previously filed
** Filed herewith
# Certain confidential portions (indicated by brackets and asterisks) of this exhibit have been omitted from this exhibit
SIGNATURES
Pursuant to the requirements of Regulation A, the registrant has duly caused this Amendment No. 1 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 March 16, 2022.
| MASTERWORKS 111, LLC | ||
| By: | /s/ Joshua B. Goldstein | |
| Joshua B. Goldstein | ||
| General Counsel and Secretary | ||
Pursuant to the requirements of Regulation A, this Amendment No. 1 to Form 1-A has been signed by the following persons in the capacities indicated on March 16, 2022.
| Name | Title | |
| * | Chief Executive Officer of Masterworks 111, LLC | |
| Nigel S. Glenday | (Principal Executive Officer) | |
| * | Chief Financial Officer and Member of the Board of Managers of Masterworks 111, 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 111, LLC | |
| * | Member of Board of Managers; | |
| Eli D. Broverman | Independent Manager of Masterworks 111, LLC |
| *By: | /s/ Joshua B. Goldstein | |
| Joshua B. Goldstein | ||
| Attorney-in-fact |
Exhibit 6.3
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.******* JONATHAN MALLIN******** STUART REED, ESQ HARRIS TULCHIN, 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 NY and MI
********licensed in CA and HI (inactive in HI)
March 16, 2022
Masterworks 111, LLC
225 Liberty Street, 29th Floor,
New York, New York 10281
Re: Masterworks 111, LLC Amendment No. 1 to Offering Statement on Form 1-A (File No. 024-11822)
Ladies and Gentlemen:
We have acted as securities counsel to Masterworks 111, 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 March 9, 2022, with File No. 024-11822, as amended (the “Offering Statement”) relating to the offer by the Company of up to 122,100 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, #600 ● WEST PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936
● FAX 561-514-0832