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Masterworks 024, LLC Form 253G2 Filed 2020-09-22

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Masterworks 024, LLC Form 253G2 Filed 2020-09-22 SECURITIES AND EXCHANGE COMMISSION FORM 253G2 Filing Date: 2020-09-22 SEC Accession No. 0001493152-20-018101 (HTML Version on secdatabase.com) FILER Masterworks 024, LLC Mailing Address Business Address 497 BROOME STREET 497 BROOME STREET CIK:1819379| IRS No.: 851891852 | State of Incorp.:DE | Fiscal Year End: 1231 NEW YORK NY 10013 NEW YORK NY 10013 Type: 253G2 | Act: 33 | File No.: 024-11286 | Film No.: 201187623 203 518 5172 SIC: 5990 Retail stores, nec Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Filed Pursuant to Rule 253(g)(2) File No. 024-11286 Offering Circular Dated September 21, 2020 MASTERWORKS 024, LLC 60,500 Class A ordinary shares Representing Class A Limited Liability Company Interests $1,210,000 Maximum Offering Amount Masterworks 024, LLC is a Delaware limited liability company formed to facilitate an investment in a single work of art by Christopher Wool (the “Painting”). We believe that, for many investors, our Class A shares represent an effective means to gain economic exposure to the Painting and, by extension, to the fine art market. We are offering up to $1,210,000 of our Class A shares representing Class A limited liability company interests, at an offering price of $20.00 per Class A share in a “Tier 2” offering under Regulation A (the “Offering”). We expect to offer Class A shares in this Offering until we raise the maximum amount being offered. The maximum offering period is 24 months from the date of commencement, but we reserve the right to terminate this Offering for any reason at any time prior to the initial closing. Subscriptions will be accepted on a rolling basis and the initial closing of the Offering and the final closing of the Offering will occur on a date or dates determined by the Company in its discretion. This Offering will commence on the date this Offering is qualified by the SEC. If any of the Class A shares offered remain unsold as of the final closing, such Class A shares shall be issued to Masterworks in full satisfaction of its advance and the true-up as described in this Offering Circular. There is no minimum number of Class A shares or dollar amount that needs to be sold as a condition of any closing of this Offering. Subscriptions, once received, are irrevocable by investors but can be rejected by us. This Offering is being conducted on a “best efforts” basis, which means that there is no guarantee that any minimum amount will be sold through our underwriter, Independent Brokerage Solutions LLC (“IndeBrokers” or the “Underwriter”), a Securities and Exchange Commission (“SEC”) registered broker-dealer, and a member of the Financial Industry Regulatory Authority (“FINRA”) and Securities Investors Protection Corporation (“SIPC”). See “Plan of Distribution” in this Offering Circular. Our affiliate Masterworks.io, LLC owns an online investment platform located at https://www.masterworks.io/ (the “Masterworks Platform”) that allows investors to acquire ownership of an interest in special purpose companies that invest in distinct artworks or a collection of artworks. Once an investor establishes a user profile on the Masterworks Platform, they can browse and screen potential artwork investments, view details of an investment and sign contractual documents online. We do not currently intend to list the Class A shares for trading on a national securities exchange. We intend to facilitate secondary sales of Class A shares on a bulletin board platform at www.masterworks.io, referred to as the Masterworks “Secondary Market,” commencing on or after the three-month anniversary of the closing of this Offering. No assurance can be given that the Secondary Market will provide an effective means of selling your Class A shares or that the price at which any Class A shares are sold through the Secondary Market will be reflective of the fair value of the Class A shares or the Painting. No sales of Class A shares will be made prior to the qualification of the Offering statement by the SEC. All Class A shares will be offered in all jurisdictions at the same price that is set forth in this offering circular. Proceeds, Number of Underwriting Before Class A shares Class A Price to Discounts and Offered by Us ordinary Public Expenses, to Commissions (1) shares Us (2) Per Class A share: 1 $ 20.00 $ 0.00 $ 20.00 Total (3) 60,500 $ 1,210,000 $ 0.00 $ 1,210,000 Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document We have engaged IndeBrokers as the Underwriter in connection with this Offering. IndeBrokers may engage other broker- dealers to assist us in finding potential investors. IndeBrokers will receive certain fees and commissions and expense reimbursements from Masterworks Administrative Services, LLC, in respect of its activities, but no commissions, fees or expense reimbursements of IndeBrokers shall be paid by the Company or from the proceeds of this Offering. The maximum (1) amount of underwriting compensation payable to IndeBrokers in connection with this offering shall not exceed approximately 4.51% of the gross offering proceeds if the maximum offering is sold. IndeBrokers is acting solely on a “best efforts” basis and will not acquire or sell any Class A shares for its own account. The Company intends to distribute the Offering through the Masterworks Platform. See the section entitled “Plan of Distribution” beginning on page 29 of this offering circular for additional information. This amount does not include maximum underwriting compensation, including fees and commissions payable to IndeBrokers (2) and estimated offering expenses in an aggregate amount of approximately $64,583, all of which will be paid by Masterworks Administrative Services, LLC, rather than from the net proceeds of the Offering. (3) Assumes that the maximum aggregate offering amount of $1,210,000 is received by us. The Class A shares are to be offered on a “best efforts” basis primarily through the Masterworks Platform. The Company is not offering, and does not anticipate selling, Class A shares in any state where IndeBrokers is not registered as a broker-dealer. Generally, no sale may be made to you in this Offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov. We retain complete discretion to determine that subscribers are “qualified purchasers” (as defined in Regulation A under the Securities Act) in reliance on the information and representations provided to us regarding their financial situation. An investment in the Class A shares is subject to certain risks and should be made only by persons or entities able to bear the risk of and to withstand the total loss of their investment. Prospective investors should carefully consider and review the information under the heading “Risk Factors” beginning on page 11. The SEC does not pass upon the merits of or give its approval to any securities offered or the terms of the Offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”); however, the SEC has not made an independent determination that the securities offered are exempt from registration. We expect that our operations will not cause us to meet the definition of an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”), because (1) at all times our sole assets will consist only of cash and a single work of art referred to herein as the “Painting,” neither of which is deemed to be a “security” for purposes of the 1940 Act, and (2) at all times we will not be engaged primarily in owning, holding, investing or trading in “securities” (as such term is used for purposes of the 1940 Act). This offering circular is part of an offering statement that we filed with the SEC, using a continuous offering process pursuant to Rule 251(d)(3) of Regulation A, meaning that while the offering of securities is continuous, active sales of securities may happen sporadically over the term of the offering. Further, the acceptance of subscriptions, whether via the Masterworks Platform or otherwise, may be briefly paused at times to allow us to effectively and accurately process and settle subscriptions that have been received. Periodically, we will provide an offering circular supplement that may add, update or change information contained in this offering circular. Any statement that we make in this offering circular will be modified or superseded by any inconsistent statement made by us in a subsequent offering circular supplement. The offering statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this offering circular. You should read this offering circular and the related exhibits filed with the SEC and any offering circular supplement, together with additional information contained in our annual reports, semi-annual reports and other reports and information statements that we will file periodically with the SEC. See the section entitled “Additional Information” below for more details. Our principal office is located at 497 Broome Street, New York, New York 10013 and our phone number is (203) 518-5172. Our corporate website address is located at www.masterworks.io.
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    [HRl�TOPHf R WOOl NEW WORK SAN FRANCISCO MUSEUM OF MODERN ART NEW WORK: CHRISTOPHER WOOL JULY 6 - SEPTEMBER 3, 1989 Although he has explored other art forms, including film,what Christopher Wool considers his mature work began with paintings he made in 1984. At that time, he was dissatisfied with the work he was producing (for example, a painting called Bigger Questions, which was simply a question mark on its side). Like many artists before him, he began to investigate the basic processes of painting itself, "strug­ gling to find some kind of meaningful imagery."1 A work he called Zen Exercise con­ sisted of three large, violent pours of paint. Looking back today he considers this work crucial because the pours were random, and he was "looking for location:• In the following year, with an enamel on plywood painting entitled Houdini, Wool continued his arbitrary paint application by dripping and spattering white paint onto a black surface. At first glance, Houdini looks like a Jackson Pollock achieved by recourse to the methods of John Cage: the evidently random drops of paint occasionally coalesce into larger, driplike patterns. One suspects that this adventitious painterliness was both too lush and too ambiguous for the artist, because for the next two years he produced paintings in which the application of paint was rigorously even. The result was paintings with allover compositions that although random were everywhere uniform, with no runs and only occasional larger dots of paint where one drop collided with another: Standing before such paintings for the first time is a curious experience.
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  • CHRISTOPHER WOOL Born 1955, Chicago, IL Lives and Works in New York, NY and Marfa, TX
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  • Christopher Wool
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