SecProbe.io

CORRESP
1
filename1.htm

March
12, 2025

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 No. 13 to Offering Statement on Form 1-A

    Filed
    February 12, 2025

    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.
14 (“Post-Qualification Amendment No. 14”) to the above-referenced offering statement on Form 1-A originally filed on June
2, 2023, as amended (together, the “Form 1-A”). Post-Qualification Amendment No. 14 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
February 27, 2025. We trust you shall deem the contents of this transmittal letter responsive to your comment letter.

Post-Qualification
Amendment No. 13 to Offering Statement on Form 1-A

General

    1.
    Comment:
    We note your disclosure regarding the Masterworks Artist Market Index, including the description of the index that states: “[t]he
    index incorporates estimated current prices for a work sold historically based on human input from internal Masterworks and external
    art market experts...” Please add a risk factor disclosing the potential risks associated with internal Masterworks input of
    data used for estimating current prices, including potential conflicts of interest.

    Response:
    In response to the Staff’s comments, the Company has added risk factor disclosure to page 16 of Amendment No. 14 relating
    to the subjective element of the Artist Market Index. The Company would note that while the index incorporates current prices for
    a work sold historically based on human input from internal Masterworks art market experts, the Company does not believe that the
    calculation could be influenced by any inherent conflict of interest. The Artist Market Index is calculated by grouping individual
    artworks sold at auction into categories based on their perceived quality and then performing mathematical computations on each of
    the categories and all categories as a whole to determine how an artist’s overall market is performing. Human input and subjective
    judgement are employed to determine which category a particular artwork should be included within, but the persons making those assessments
    would have no basis to know how such categorization would impact the overall mathematical calculation of the Artist Market
    Index.

    2.
    Comment:
    We note that the Masterworks Artist Market Index involves “machine learning categorization trained on human input”
    in determining current prices for a work sold historically. Please clarify whether this machine learning categorization leverages
    artificial intelligence.

    Response:
    The machine learning categorization tool used by the Masterworks internal research team does leverage artificial intelligence,
    as machine learning is a subdivision of artificial intelligence. Machine learning assists in processing large amounts of data,
    deriving patterns from such data and making predictions based on it. It is important to note that this machine learning
    tool is used to predictively rank the quality of an artwork only, not predict current prices, based on a sample of data labeled
    by humans.

    3.

    Comment:
    We note your disclosure on page 50 stating that you “cannot make any determination or representation that any of the
    data or metrics presented for any Artwork or artist is useful in determining the present or future value of such Artwork.”
    This statement seems potentially inconsistent with your disclosure on page 51 that you will only present the Masterworks Artist Market
    Index “for artists for which we have reasonable confidence that the artist market index is statistically meaningful.”
    To provide clarification to investors, please address whether your reasonable confidence that the artist market index is statistically
    meaningful is also a determination or representation that the metric is useful in determining the value of the Artwork.

    Response:
    The Company notes the Staff’s comment and would clarify that while we believe that the data and metrics presented for any
    Artwork or artist are useful in assessing the value of an Artwork, each of the metrics presented should be considered in relation
    to the other metrics presented and other information in the Offering Circular and should not be analyzed in isolation. We have revised
    our disclosure on page 50 of Amendment No. 14 to reflect the same. Separately, we only present metrics when we believe the sample
    size of auction sale data is meaningful for a particular metric, so we may not present all metrics for every series offering or Artist.

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:
    Dietrich
    King/U.S. Securities and Exchange Commission

    Alyssa
    Wall/U.S. Securities and Exchange Commission