SecProbe.io

CORRESP
1
filename1.htm

August
14, 2023

VIA
ELECTRONIC EDGAR FILING

Office
of Trade & Services

Division
of Corporation Finance

Securities
and Exchange Commission

100
F. Street, N.E.

Washington,
D.C. 20549

    Re:
    Masterworks
                                            Vault 2, LLC

    Post-Qualification
    Amendment to Offering Statement on Form 1-A

    Filed
    August 2, 2023

    File
    No. 024-12271

Dear
Sir or Madam:

We
have electronically filed herewith on behalf of Masterworks Vault 2, LLC (the “Company”) Post-Qualification Amendment No.
4 (“Post-Qualification Amendment No. 4”) to the above-referenced offering statement on Form 1-A originally filed on June
2, 2023, as amended by Post-Qualification Amendment No. 1 filed on June 21, 2023, Post-Qualification Amendment No. 2 filed on July 18,
2023 and Post-Qualification Amendment No. 3 filed on August 2, 2023 (together, the “Form 1-A”). Post-Qualification Amendment
No. 4 is marked with < R > tags to show changes made from the Form 1-A filing. In addition, we have included a narrative response
keyed to the comment of the staff of the Division of Corporation Finance (the “Staff”) set forth in the Staff’s comment
letter to Joshua B. Goldstein dated August 8, 2023. We trust you shall deem the contents of this transmittal letter responsive to your
comment letter.

Post-Qualification
Amendment to Form 1-A Filed August 2, 2023

Risk
Factors

Risks
Relating to Potential Conflicts of Interest, page 22

    1.
    Comment:
    Revise this section to include a risk factor, or revise the risk factor on page 17, to discuss in greater detail the conflicts
    of interest discussed on page 53.

    Response:
    In response to the Staff’s comment, the Company has added a risk factor on page 17 of Post-Qualification Amendment No.
    4 to include the requested information.

Potential
Conflicts of Interest, page 53

    2.
    Comment:
    We note that there appears to be a current, actual conflict of interest associated with relying on an affiliate to complete art
    appraisals. Accordingly, please revise this heading to remove the word “potential.” In the following paragraph, revise
    to clarify that there is an actual conflict of interest, as the current disclosure states there “may” be conflicts.

    Response:
    In response to the Staff’s comment, the Company has revised its disclosure on page 53 of Post-Qualification Amendment No.
    4.

If
the Staff has any further comments regarding the offering statement on Form 1-A, or any subsequent amendments to the Company’s
offering statement on Form 1-A, please feel free to contact the undersigned.

    MASTERWORKS
    VAULT 2, LLC

    By:

    /s/
    Joshua B. Goldstein

    Joshua
                                            B. Goldstein

    General
    Counsel and Secretary

    cc:
    Donald
    Field/U.S. Securities and Exchange Commission

    Taylor
    Beech/U.S. Securities and Exchange Commission