1-U

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 15, 2022

Date of Report: (Date of earliest event reported)

MASTERWORKS 177, LLC

(Exact name of issuer as specified in its charter)

Delaware	88-3685613
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 177, LLC
	By:	/s/ Joshua B. Goldstein
	Name:	Joshua B. Goldstein
	Title:	General Counsel
Date: November 15, 2022

ADD EXHB

Exhibit 15(b)

 

 

 

 

 

 

 

ADD EXHB

Exhibit 99.1

Hi everyone,

My name is Henry Davis and I’m a Researcher on the acquisitions team here at Masterworks.

I am pleased to announce our newest offering, a large-scale portrait by the American painter, Alex Katz. Known for his flattened forms and bold colors, Katz’s work has endured critical acclaim into his late career. As of October 2022, Katz has been the subject of a major retrospective entitled “Gathering” at the Solomon R. Guggenheim Museum in New York.

To provide investment quality paintings by the artist, our acquisitions team has reviewed nearly 200 examples of Katz’s works from around the world, many of which are priced in excess of $1 million. Of these examples, this is the fourth painting we have selected to be offered on the Masterworks platform.

Executed in 1994, the current offering is titled “xPxixnxkx xKxixmxoxnxox.” The Painting depicts the artist’s muse and most frequent subject, his wife Ada. In the work, Ada occupies a seafoam green background with gestural white bands reminiscent of wave crests. The Painting encapsulates the artist’s distinct aesthetic by juxtaposing his signature crisp, detached depiction of Ada, against a more atmospheric background of an implied landscape.

As of November 2022, portraits of Ada account for seven of the artist’s top ten price records at auction. These include “East Interior” (1979), an earlier though similarly sized half-length portrait of Ada, which sold for $2.5 million at Sotheby’s, New York in May of 2022 and is currently Katz’s third top price record at auction.

While depictions of Ada from the 1970s are particularly desirable, examples from the late 1980s and 1990s, similar to the Painting, have also performed strongly in recent years. “January 2” (1992) sold for $1.7 million at Sotheby’s, New York in November of 2019 and “Dark Glasses” (1989) sold for $1.2 million at Sotheby’s, New York in May of 2019

Between November 1992 to May 2022, auction sales of similar works to our offering have increased at an estimated annualized appreciation rate of 11.4%.