SEC Comment Letter for Masterworks 010, LLC (CIK 0001806902) — May 5, 2020
Masterworks 010, LLC (CIK 0001806902)
Date: May 5, 2020 · CIK: 0001806902 · Accession: 0000000000-20-003919
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File numbers found in text: 024-11189
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United States securities and exchange commission logo
May 5, 2020
Joshua B. Goldstein
General Counsel
Masterworks 010, LLC
497 Broome Street
New York, New York 10013
Re:Masterworks 010, LLC
Offering Statement on Form 1-A
Filed on April 6, 2020
File No. 024-11189
Dear Mr. Goldstein:
We have reviewed your offering statement and have the following comments. In some of
our comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response. After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Form 1-A filed April 6, 2020
Organizational Structure, page 6
1.We note that you have listed some broad categories of risk factors applicable to an
investment in your offering. Item 3 of Form 1-A requires a carefully organized series of
short, concise paragraphs, summarizing the most significant factors that make the offering
speculative or substantially risky. Please revise.
General
2.On the landing page of your web-site, you include the banner "join an exclusive
community of blue-chip art investors" and you depict several pieces of art, as well as the
purchase price and sale price, however, you do not make it clear that you do not own any
of these pieces of art and the purchase and sale prices do not represent prices at which you
have bought or sold. Please revise to make this clear or tell us how this depiction is
appropriate.
FirstName LastNameJoshua B. Goldstein
Comapany NameMasterworks 010, LLC
May 5, 2020 Page 2
FirstName LastName
Joshua B. Goldstein
Masterworks 010, LLC
May 5, 2020
Page 2
3.On the landing page of your web-site under the heading "Artists," you identify several
artists as well as the median annual returns on art produced by the artists, however, you do
not make it clear that you do not own art produced by all of these artists nor are the returns
for those artists in which you do own art representative of your returns, given that you
have yet to sell any art. Please revise to make these points clear or tell us why this
presentation is appropriate.
We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff. We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
You may contact Tony Watson, Staff Accountant at 202-551-3318 or Donna Di
Silvio, Staff Accountant at 202-551-3202 if you have questions regarding comments on the
financial statements and related matters. Please contact Scott Anderegg, Staff Attorney at 202-
551-3342 or Mara Ransom, Office Chief at 202-551-3264 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services