SecProbe.io

August 7, 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. 8 to Offering Statement on Form 1-A
Filed July 9, 2025
File No. 024-12323
Dear Joshua Goldstein:
            We have reviewed your amended offering statement and have the following
comments.
            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 May 30, 2025 letter.
Amendment No. 8 to Offering Statement on Form 1-A
Cover Page
1.We note to your response to prior comment 3 and reissue in part. Your disclosure in
footnote 1 of your cover page indicates that numbers in the indicated column
represent "the number of Class A shares issuable as Merger Consideration to holders
of Class A shares originally issued in a Tier 2 Regulation A offering of the applicable
Target Issuer." However, there appear to be discrepancies between the numbers of
Class A shares listed on the cover page and the number of Class A shares originally
issued in the applicable Tier 2 Regulation A offerings. For example, your Series 048
offering qualified 38,850 Class A ordinary shares, but the number of shares listed for
Series 048 of the current registration statement is 40,351 shares. Please reconcile your
disclosure here and wherever else applicable.

August 7, 2025
Page 2
Series Offering Table, page 1
2.Please include a column for SPC ordinary shares held by Masterworks and ensure that
the share columns in the table reconcile to the adjusted total shares outstanding
column. Also, please do not refer to any share totals as being pro forma (e.g., pages 1
and 18), unless they are prepared in accordance with Article 11 of Regulation S-X and
the SPC ordinary shares held by Masterworks will be converted into Class A ordinary
shares in conjunction with this Offering and the Restructuring Transactions.
The Restructuring Transactions
Detailed Restructuring Steps, page 15
3.Due to the SPC ordinary shares held by Masterworks, it does not appear that the
Target Issuer has 100% of the issued and outstanding shares of the segregated
portfolio of Masterworks Cayman SPC. Please revise your disclosures throughout the
offering statement or advise. Also, revise your organizational structure diagrams and
disclosures throughout the offering statement to separately show for each segregated
portfolio the number and percentage of SPC ordinary shares held by:
•the Target Issuer and
•Masterworks.
Description of Shares
Masterworks Cayman Segregated Portfolio Capitalization and Distributions, page 34
4.You disclose that each segregated portfolio shall have the exact number of SPC
ordinary shares outstanding as the number of Class A shares outstanding of the
applicable surviving series and the surviving series will hold 100% of such SPC
ordinary shares. If true, when Masterworks is issued Management Fee Shares in the
form of SPC ordinary shares, disclose:
•who receives an equivalent number of Class A ordinary shares and
•how the surviving series can hold 100% of the SPC ordinary shares, when
Masterworks holds some of them.
If not true, revise your disclosures throughout the offering statement accordingly.
Part III - Exhibits, page II-1
5.Please update Exhibit 2.3 to include the contemplated plan of conversion.
Additionally, please file the certificates of conversion of Masterworks Vault 10, LLC
reflecting the post-restructuring conversion of the company from a Texas series
limited liability company to a Delaware series limited liability company.
General
We note your disclosure on page v with respect to your intent to incorporate by
reference certain disclosures related to the Target Issuers. Further, we note your
disclosure on page 55 related to your incorporation by reference practices, "[a]ny
statement contained herein or in any document incorporated by reference herein shall
be deemed to be modified or superseded for purposes of the offering circular to the
extent that a statement contained herein or in any other subsequently filed document 6.

August 7, 2025
Page 3
that also is or is deemed to be incorporated by reference herein modifies or replaces
such statement. Any such statement so modified or superseded shall not be deemed to
constitute a part of the offering circular, except as so modified or superseded. For
additional information on documents incorporated by reference herein, see
'Incorporation of Certain Information by Reference.'" Please provide your analysis as
to how your disclosures comply with Instruction III (a) through (d) of Form 1-A.
Please also address in your analysis whether all of the disclosures from 2021 that you
intend to incorporate by reference remain accurate and relevant to this offering
statement.
7.We note your response to prior comment 8 and revised disclosure on page 11, and
specifically your references to the note to paragraph (d)(2)(i)(C) of Rule 251. That
note specifically addresses a situation where "securities underlying warrants or
convertible securities are being qualified pursuant to Tier 2 of Regulation A one year
or more after the qualification of an offering for which investment limitations
previously applied." The Offering and Restructuring Transactions do not involve
"securities underlying warrants or convertible securities." Please remove those
references or explain how the discussion of the note is relevant and appropriate.
            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