SEC Comment Letter for Masterworks Vault 10, LLC (CIK 0001989528) — Dec 1, 2025
Masterworks Vault 10, LLC (CIK 0001989528)
Date: Dec. 1, 2025 · CIK: 0001989528 · Accession: 0000000000-25-011125
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 024-12323
Letter
December 1, 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. 9 to Offering Statement on Form 1-A Filed September 2, 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 August 7, 2025 letter. Amendment No. 9 to Offering Statement on Form 1-A The Restructuring Transactions, page 14 1.We note your response to prior comment 3 and the revised table on page 15. Please explain why the table omits the Management Fee Shares (Issuer) as was noted in Series Offering Table on page 1 or revise accordingly. For instance, the table on page 1 includes Management Fee Shares (Issuer) of 24,877 for Series 044 that are not included in the table on page 15. Also, revise your disclosures and diagrams throughout the filing to not show 100% ownership by Shareholders, the Target Issuer, Merger Series and/or Surviving Series in lower levels of the diagrams in circumstances where Masterworks has a voting and/or profit interest in the level below. Finally, revise your disclosures and diagrams to show the voting and profit percentages owned by Masterworks and others at each level.
December 1, 2025 Page 2 Unaudited Historical and Pro Forma Financial Statements, page F-2 2.Please remove your statements in various places regarding no assurance being provided on your financial statements. 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
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December 1, 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. 9 to Offering Statement on Form 1-A
Filed September 2, 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 August 7, 2025 letter.
Amendment No. 9 to Offering Statement on Form 1-A
The Restructuring Transactions, page 14
1.We note your response to prior comment 3 and the revised table on page 15. Please
explain why the table omits the Management Fee Shares (Issuer) as was noted in
Series Offering Table on page 1 or revise accordingly. For instance, the table on page
1 includes Management Fee Shares (Issuer) of 24,877 for Series 044 that are not
included in the table on page 15. Also, revise your disclosures and diagrams
throughout the filing to not show 100% ownership by Shareholders, the Target Issuer,
Merger Series and/or Surviving Series in lower levels of the diagrams in
circumstances where Masterworks has a voting and/or profit interest in the level
below. Finally, revise your disclosures and diagrams to show the voting and profit
percentages owned by Masterworks and others at each level.
December 1, 2025
Page 2
Unaudited Historical and Pro Forma Financial Statements, page F-2
2.Please remove your statements in various places regarding no assurance
being provided on your financial statements.
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