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June 18, 2024
Joshua Goldstein
General Counsel and Secretary
Masterworks Vault 2, LLC
225 Liberty Street, 29th Floor
New York, New York 10281
Re:Masterworks Vault 2, LLC
Post-Qualification Amendment No. 10 to Offering Statement on Form 1-A
Filed May 23, 2024
File No. 024-12271
Dear Joshua Goldstein:
            We have reviewed your amendment and have the following comment(s).
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Post-Qualification Amendment No. 10 to Offering Statement on Form 1-A
Cover Page
1.We note your disclosure regarding your intention to facilitate secondary sales of class A
shares of each series on an ATS "operated by an SEC-registered broker-dealer." Please
identify the operator of that alternate trading system here and throughout.
2.We note your disclosure on the cover page that "[e]ach individual series will hold title to
the specific Artwork that it acquires in a segregated portfolio of a Cayman Islands
segregated portfolio company." On page iii, you disclose that Masterworks Cayman refers
to "a segregated portfolio company that will hold title to the Artwork..." Please revise your
disclosure to clarify which entity holds the title of the Artwork.
3.Please expand the disclosure on your cover page to clarify that investors in the company
are purchasing Class A shares that represent only indirect ownership of the Artwork. To
provide additional context to investors, please also provide a cross-reference to your
discussion of the capital structure that will exist following each series offering.

 FirstName LastNameJoshua Goldstein
 Comapany NameMasterworks Vault 2, LLC
 June 18, 2024 Page 2
 FirstName LastName
Joshua Goldstein
Masterworks Vault 2, LLC
June 18, 2024
Page 2
Summary
Acquisitions and Sales of Artwork, page 4
4.We note that you have discretion over when to sell the Artwork. To provide additional
context to investors, please expand your disclosure here to state the consequences of a sale
of the Artwork on the Class A shares they hold in the related series.
Determination of Offering Price, page 11
5.Please clarify, if true, that the offering price was determined arbitrarily. In this regard, we
note the existing disclosure states the determination was random.
            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.
            Please contact Blaise Rhodes at 202-551-3774 or Angela Lumley at 202-551-3398 if you
have questions regarding comments on the financial statements and related matters. Please
contact Alyssa Wall at 202-551-8106 or Dietrich King at 202-551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services