SecProbe.io

May 30, 2025
Joshua Goldstein
General Counsel and Secretary
Masterworks Vault 10, LLC
1 World Trade Center, 57th Floor
New York, New York 10007
Re:Masterworks Vault 10, LLC
Amendment No. 7 to Offering Statement on Form 1-A
Filed April 22, 2025
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 December 23, 2024
letter.
Amendment No. 7 to Offering Statement on Form 1-A
Incorporation of Certain Information by Reference, page v
1.Please include or incorporate by reference the financial statements and the related
information for each Target Issuer. Please also make arrangements with the auditor of
each Target Issuer to include their consent to the use of each audit report included or
incorporated by reference into this offering statement.
Q: Why do the Restructuring Transactions Contemplate Converting to a Texas Series Limited
Liability Company..., page vi
We note your answer states “Texas law is more flexible than Delaware law when it
comes to mergers involving series limited liability companies.” Please revise to 2.

May 30, 2025
Page 2
discuss in greater detail the flexibility provided by Texas law and how it facilitates
these restructuring transactions, including defining “protected series” and clarifying
the function of protected series in this context. Please include enough information so
that investors can fully appreciate each of the steps in these transactions.
Series Offering Table, page 1
3.Please revise your disclosure to clearly indicate the size of the current offering. In this
regard, we note your footnote (2) on page 1 which defines the Offering size as the
“aggregate value of the Class A shares of the applicable Target Issuer initially sold in
Regulation A transactions.” However, we also note footnote (2) on the cover page
which details that the “Price to Public” as “the net asset value, or “NAV” per Class A
share as of the most recent practicable date” which equals “the most recent appraised
value of the relevant artwork as determined by Masterworks, reduced by the
applicable liquidation preference attributable to Management Fee Shares, if
applicable, and further reduced by the aggregate profit share, if any, attributable to the
Class B shares, divided by the fully diluted number of Class A shares outstanding
(including all outstanding Management Fee Shares).” Additionally, we also note your
disclosure on pages 5 and 14 that defines the Offering size as the “aggregate value of
the Class A shares of the Target Issuer immediately prior to the Restructuring
Transaction...” Please advise how you intend to calculate the price to the public and
the offering size for each merger and reconcile your disclosure accordingly.
The Restructuring Transactions, page 2
4.Please advise regarding the state of incorporation or organization of Masterworks
Vault 10, LLC at the time of qualification (i.e. Texas or Delaware). In this regard, we
note that you have provided a Delaware legal opinion to cover the qualified securities
but it is unclear whether that entity or the included securities will exist upon
qualification. Additionally, we note the provided Delaware legal opinion appears to be
an unqualified opinion which doesn’t contemplate the restructuring transactions. For
guidance on opinion issues in specific transactions, refer to Sections II.B.2.e and
II.B.2.f of Staff Legal Bulletin No. 19.
We note that the restructuring transactions contemplate (i) after the asset transfers
and assignments, the distribution of shares (of a Texas series limited liability
company) of the applicable Merger Series to shareholders of the applicable Target
Issuer and (2) after the mergers (as merger consideration), the issuance of shares (of a
Texas series limited liability company) of the applicable Surviving Series to
shareholders of the applicable Target Issuer. We also note that this Form 1-A qualifies
the offering of Class A ordinary shares of a Delaware series limited liability company.
Further, we note your disclosure that the restructuring transactions “are expected to
occur substantially concurrently” following qualification of the offering statement.
Please expand your disclosure to specify the intended timeframe for the
consummation of all restructuring transactions. Additionally, we note that on page vi
you state that you believe shareholders will own shares with the same rights following
the Offering and the restructuring transactions. Please expand your related question
and answer on page vi to detail whether any material shareholder rights will change at
each intermediary step of the contemplated process. Please also include forms of the 5.

May 30, 2025
Page 3
certificates and agreements that will be filed with each of the relevant state
jurisdictions to effectuate the restructuring transactions as exhibits to the offering
statement.
6.We note your disclosure that following the merger, the company “will convert back
into a Delaware series limited liability company.” Please discuss in greater detail how
this conversion will be effectuated to include how issued and outstanding shares of the
Texas series limited liability company will be exchanged for new shares in the
Delaware series limited liability company.
Unaudited Historical and Pro Forma Financial Statements, page F-2
7.Please fill in the historical financial information for the Company and the Target
Issuers and the pro forma financial information.
General
8.We note disclosure that “[a]lthough the Company believes it has a reasonable basis to
conclude that all participants in the Offering are ‘qualified purchasers’ with respect to
this Offering for the foregoing reasons, there is a risk that the a regulatory authority or
a court reviewing the transaction may not agree that the Company has a reasonable
basis to conclude all of such participants are ‘qualified purchasers’.” Please expand
your disclosure to acknowledge that compliance with the conditions of Regulation A
is an affirmative obligation of an issuer attempting to rely upon the exemption. Please
also expand your analysis to explain how your having a “reasonable basis” satisfies
the requirements of Rule 251(d)(2)(i)(C) either with respect to investors that are
accredited investors or non-accredited investors. In addition, please disclose how you
will address the risk of an investor in a Target Issuer no longer meeting the
requirements of Rule 251(d)(2)(i)(C) of Regulation A being issued Class A shares in
the Offering. Finally, please clearly disclose the implications of failure to address such
risks.
            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