Exhibit 15b
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 1-U
CURRENT REPORT
Pursuant to Regulation A of the Securities Act of 1933
November 28, 2022
Date of Report: (Date of earliest event reported)
MASTERWORKS 173, LLC
(Exact name of issuer as specified in its charter)
| Delaware | 88-3613170 | |
| State of other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization | Identification No.) |
225 Liberty Street, 29th Floor, New York, NY 10281
(Full mailing address of principal executive offices)
(203) 518-5172
(Issuer’s telephone number, including area code)
www.masterworks.com
(Issuer’s website)
Class A Ordinary Shares
(Securities issued pursuant to Regulation A)
Item 9. Other Events
A copy of materials used on www.masterworks.com relating to the Issuer’s ongoing offering of Class A Ordinary Shares pursuant to Regulation A of the Securities Act of 1933, as amended, is attached to the Form 1-U as Exhibit 15(b) and a copy of the transcript of the promotional video embedded in such materials is attached to the Form 1-U as Exhibit 99.1.
Safe Harbor Statement
This Current Report on Form 1-U contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section entitled “Risk Factors” in our most recent Offering Circular filed with the Securities and Exchange Commission (“SEC”), as such factors may be updated from time to time in our periodic filings and offering circular supplements filed with the SEC, which are accessible on the SEC’s EDGAR website. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in our filings with the SEC. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
Exhibit Index
| Exhibit No. | Description of Exhibit | |
| 15(b) | Website materials. | |
| 99.1 | Promotional video transcript. |
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MASTERWORKS 173, LLC | ||
| By: | /s/ Joshua B. Goldstein | |
| Name: | Joshua B. Goldstein | |
| Title: | General Counsel | |
| Date: November 28, 2022 | ||
Exhibit 15b
Exhibit 99.1
Hi everyone,
My name is Grace Harlow. I am an Appraiser here on the Masterworks acquisitions team.
I am pleased to announce our latest offering, a painting by the British-Ghanaian artist, Lynette Yiadom-Boakye.
Known for her portraits set against ambiguous, monochromatic backgrounds, Yiadom-Boakye’s work has achieved both commercial success and international recognition. In November of 2022, a highly anticipated survey of the artist’s career is set to re-open at the Tate Britain in London, after closing prematurely in the fall of 2020.
To provide investment quality paintings by the artist, our acquisitions team has reviewed approximately 30 examples of Yiadom-Boakye’s works from around the world, many of which are priced in excess of $1 million. Of these examples, this is the first painting by the artist we have selected to be offered on the Masterworks platform.
The latest offering is titled “xOxyxsxtxexrx” and was executed in 2012. The Painting depicts a smiling woman clad in white, painted with loose, expressive brushwork. This enigmatic portrait of a fictitious character employs the artist’s recognizable format, which intentionally appears ambiguous and prompts the viewer to form their own narratives and interpretations.
Depictions of single subjects set against monochromatic backgrounds that are similar in scale and composition to the Painting command top prices at auction. As of November 2022, these works account for six of the artist’s top ten auction records and have sold in excess of $1 million. These examples are led by: “11pm Sunday” (2011), which sold for $1.7 million at Sotheby’s, New York in May of 2022, “Highpower” (2008), which sold for $1.6 million at Christie’s, London in October of 2022, and “Leave A Brick Under The Maple” (2015), which sold for $1 million at Phillips, London in June of 2019.
Between October 2013 to May 2022, auction sales of similar works to our offering have increased at an estimated annualized appreciation rate of 27.8%