SecProbe.io

December 23, 2024
Joshua Goldstein
General Counsel and Secretary
Masterworks Vault 10, LLC
225 Liberty Street, 29th Floor
New York, New York 10281
Re:Masterworks Vault 10, LLC
Amendment No. 5 to Offering Statement on Form 1-A
Filed November 7, 2024
File No. 024-12323
Dear Joshua Goldstein:
            We have reviewed your amended offering statement 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. Unless we note
otherwise, any references to prior comments are to comments in our August 28, 2024 letter.
Amendment No. 5 to Offering Statement on Form 1-A
Cover Page
1.Your disclosure of the “Price to Public” on the offering circular cover page differs
from the disclosure on page 5 under “Determination of Offering Price.” Explain why.
2.Revise your offering circular cover page to distinguish between the rights, especially
voting rights, available to the Class A shares as compared to the Class B and C shares.
3.Identify the ATS upon which you expect secondary sales for the Class A shares will
be made available.
Clarify the purpose and function of the online investment platform owned by your
affiliate that allows for investors to acquire ownership “in special purpose companies
that invest in distinct Artworks or a collection of Artworks.” Clarify whether these 4.

December 23, 2024
Page 2
investment opportunities are in solely Masterworks entities. Explain what you mean
on page 25 where you indicate that investors can execute trades in shares issued by
Masterworks issuers when you also state that investors can post live bids and offers
that are settled by a Settling Broker.
Incorporation of Certain Information by Reference, page v
5.Please also include a balance sheet as of the end of the preceding fiscal year (i.e.,
December 31, 2023) in your future Forms 1-SA. An interim balance sheet as of the
end of the corresponding six-month interim period of the preceding fiscal year (i.e.,
June 30, 2023) need not be provided unless necessary for an understanding of the
impact of seasonal fluctuations on the issuer’s financial condition. Refer to Item 3(a)
of Form 1-SA.
6.General Instruction III(a)(2)(B) of Form 1-A requires that the issuer make
any financial statement information that is incorporated by reference readily available
and accessible on a website maintained by or for the issuer. Please revise to disclose
the website which satisfies this incorporation by reference requirement.
Questions and Answers About this Offering
Q: Will this Offering and the Restructuring Transactions have a tax impact on U.S. investors,
page vi
7.We note your disclosure that “we do not believe these transactions will have any tax
impact on U.S. investors.” Please revise to discuss in greater detail the basis for this
conclusion. In this regard, we note that the offering and restructuring transactions
contemplate a number of steps which will affect Predecessor Issuer shareholders
security holdings, i.e. a distribution of a new security and the dissolution and
extinguishment of an old security.
Series Offering Table, page 1
8.Please revise the table to include an additional column to identify the applicable
“Artwork” owned by each series.
The Restructuring Transactions, page 2
9.We note your disclosure about the “Distribution” and that you describe it as occurring
after this “Offering,” but you also acknowledge “the interconnectedness between the
Offering and th[e] Restructuring Transactions.” Please ensure your offering statement
includes sufficient disclosure to explain how the Class A shares will be offered and
sold to the shareholders of the Predecessor Issuers and any other additional disclosure
that is needed to provide clarity to investors with respect to this transaction structure
as required by Rule 252(a). Also, we note that you state that you will “notify all
existing shareholders of these transactions prior to the consummation of this offering
by electronic communications or via the Masterworks Platform.” Tell us what
communications you intend to provide to such shareholders, if not this or a separate
offering circular, and how you intend to identify or fix the population of shareholders
participating in the exchange offer, such as by setting a record date.

December 23, 2024
Page 3
10.Disclose the consideration given for the Asset Contribution to you from each
Predecessor Issuer. If no such consideration will be given, please clearly state so in
your offering statement.
11.We note your response to comment 1 in our letter dated August 28, 2024. Please
revise your disclosure in the offering statement to provide an explanation of how a
dissolution can be effectuated once the assets are distributed, as you do in your
response.
Determination of Offering Price, page 5
12.We note your disclosure that “for purposes of ensuring compliance with the $75
million offering size limitation applicable to Tier 2 offerings, we have assumed the
aggregate offering size is equal to the total number of Class A shares offered hereby,
multiplied by $20.00, which is the value ascribed to each Class A share offered and
sold in each Predecessor Issuer’s initial offering.” Please advise why you used the
initial offering price of $20.00 per share to calculate the aggregate offering size rather
than the value of the consideration to be received in these interconnected transactions
as established by bona fide sales of that consideration made within a reasonable time,
or, in the absence of sales, on the fair value as determined by an accepted
standard. Refer to Rule 251(a) of the Securities Act of 1933 and the note to paragraph
(a) thereto. In this regard, we note that prior amendments contemplated using the net
asset value per Class A share as of the most recent practicable date.
The Formation and Restructuring Transactions, page 14
13.For each new series, please provide a detailed post-offering and restructuring chart (or
detailed table) which specifically details and quantifies the post-offering capital
structure of each series (i.e. Class A ordinary shares, Class A preferred shares (if
applicable), Class B shares and Class C shares). In this regard, the included charts are
generic and are not specific to the actual series which are being offered pursuant
to this offering circular.
Description of Business
Our Series LLC and Offering Structure, page 17
14.You disclose that each segregated portfolio will be treated as a consolidated
subsidiary for accounting purposes. Please tell us in detail how each segregated
portfolio meets the requirements for consolidation. Also, tell us whether each
segregated portfolio is a variable interest entity and explain in detail how you reached
your conclusions. Refer to ASC 810.

December 23, 2024
Page 4
Description of Shares
Masterworks Cayman Segregated Portfolio Capitalization and Distributions
Summary of Masterworks Vault 10, LLC Operating Agreement, page 32
15.Please tell us and disclose which Predecessor Issuer Agreements call for the issuance
of Management Fee Shares to the Administrator in the form of Class A preferred
shares and/or SPC preferred shares. Please also tell us and disclose how you account
for the Class A preferred shares and SPC preferred shares in the financial statements
of each entity presented, including your consideration of the $20 per share liquidation
preference over the Class A ordinary shares and SPC ordinary shares. Also, tell us the
GAAP literature you are relying upon and explain how you apply it. Also, revise your
before and after structure disclosures on pages 14 through 16 and elsewhere
throughout the document to present and discuss Series/Portfolios with Management
Fee Shares issued to the Administrator as Class A preferred shares and SPC preferred
shares separately from those issued to the Administrator as SPC ordinary shares.
Unaudited Pro Forma Combined Financial Statements, page F-2
16.Please revise your pro forma financial information to include separate columns for:
•Masterworks Vault 10, LLC (historical),
•each Predecessor Issuer (historical),
•pro forma adjustments (i.e., Restructuring Transactions and other adjustments)
and
•pro forma totals.
All pro forma adjustments should be described in footnotes to the pro forma financial
information. Any changes in capital structure (historical versus pro forma) should also
be transparent in the pro forma financial information. Refer to paragraph (b)(7)(iv) of
Part F/S to Form 1-A, Rule 8-05 of Regulation S-X and Article 11 of Regulation S-X.
Index to Exhibits, page II-1
17.Please make arrangements with the auditor of each Predecessor Issuer to include their
consent to the use of each audit report incorporated by reference into this offering
statement. Refer to paragraph 11 in Item 17 of Part III to Form 1-A.
            Please contact Scott Stringer at 202-551-3272 or Rufus Decker at 202-551-3769 if
you have questions regarding comments on the financial statements and related
matters. Please contact Alyssa Wall at 202-551-8106 or Donald Field at 202-551-3680 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services