SecProbe.io

CORRESP
1
filename1.htm

September
2, 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 10, LLC

    Amendment
    No. 8 to Offering Statement on Form 1-A

    Filed
    July 9, 2025

    File
    No. 024-12323

Dear
Sir or Madam:

We
have electronically filed herewith on behalf of Masterworks Vault 10, LLC (the “Company”) Amendment No. 9 (“Amendment
No. 9”) to the above-referenced offering statement on Form 1-A originally filed on August 23, 2023, as amended (together, the “Form
1-A”). Amendment No. 9 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 comments of the staff of the Division of Corporation Finance (the “Staff”) set forth in
the Staff’s comment letter to Joshua B. Goldstein dated August 7, 2025. We trust you shall deem the contents of this transmittal
letter responsive to your comment letter.

Amendment
No. 8 to Offering Statement on Form 1-A

Cover
Page

    1.
    Comment:
                                            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.

    Response:
    The Company has adjusted the number of class A shares listed on the cover page and elsewhere in the 1-A to correct any prior
    errors and align with the footnote disclosure. Masterworks also calculates the net asset value or “NAV” of each Target
    Issuer and issues Management Fee Shares on a quarterly basis so any relevant metrics in the 1-A have been updated as of June 30,
    2025.

Series
Offering Table, page 1

    2.
    Comment:
                                            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.

    Response:
    The Company has added a column for SPC ordinary shares held by Masterworks and confirmed that the share columns in the table
    reconcile to the adjusted total shares outstanding column. The Company has also removed the references to “pro forma”
    information identified by the Staff.

The
Restructuring Transactions

Detailed
Restructuring Steps, page 15

    3.
    Comment:
                                            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.

    Response:
    The Company has revised its disclosure and diagrams beginning on page 15 of Amendment No. 9.

Description
of Shares

Masterworks
Cayman Segregated Portfolio Capitalization and Distributions, page 34

    4.
    Comment:
                                            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.

    Response:
    The Company has revised its disclosure throughout the 1-A. The surviving series will hold all SPC ordinary shares of the
    applicable segregated portfolio except for any SPC ordinary shares issued as Management Fee Shares to Masterworks.

Part
III - Exhibits, page II-1

    5.

    Comment:
    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.

    Response:
                                            The Company has updated Exhibit 2.3 and added the relevant exhibits to reflect the post-restructuring
                                            conversion of the company from a Texas series limited liability company to a Delaware series
                                            limited liability company.

General

    6.
    Comment:
                                            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 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.

Response:
The incorporation of reference of certain disclosure related to the Target Issuers complies with Instruction III (a) through (d)
of Form 1-A (each subsection, an “Instruction”):

Firstly, the Company’s disclosures
comply with Instruction III(a)(1) since the Company’s incorporation by reference is limited to other documents previously
filed on EDGAR and is limited to Items 2-14 of Part II and Part F/S since it follows the offering circular format. The
disclosures comply with Instruction III(a)(2) as the Company has filed with the SEC all reports and other materials required to be filed,
if any, pursuant to Rule 257 during the period the Company was required to file such reports, the Company will make the financial statements
available on the Masterworks website prior to the qualification of the Form 1-A as indicated on page v of Amendment No. 9 and the 1-A
also states that the Company will provide to each holder of securities a copy of the financial statements information upon written or
oral request at no cost to the requester. In addition, the Company includes the statement referenced in Instruction III(2)(c) on page
v of Amendment No. 9.

The Company’s disclosure complies
with the requirements of Instruction III(b) in the Incorporation of Certain Information by Reference table on page v (the “Table”)
which clearly identifies the information incorporated and provides hyperlinks to such information. The Company’s disclosure complies
with the prohibition in Instruction III(c) since no reference is made to incorporation by reference to any document that is not available
on EDGAR.

Instruction IIII(d) requires an issuer
to disclose in the filing the text and date of any substantive modification to the text of any document incorporated by reference that
has been substantively modified. Any substantive modification to a document filed by a Target Issuer has been filed on EDGAR as either
an Offering Circular Supplement or Form 1-U and all of such filings are included in the Table along with their filing dates. The Company
believes it would be overly lengthy, confusing and of no practical benefit to investors to repeat the text in such filings within the
body of the Offering Circular describing the changes that have occurred, particularly when such descriptions are readily available in
the hyperlinked documents incorporated by reference. The Company has clarified the disclosures referenced by the Staff in the Comment
to ensure that participants understand that to the extent a document incorporated by reference has been substantively modified, the date
of such modification and a description of such modification will be included in the Form 1-U or Offering Circular Supplement, as applicable,
included in the table on page v.

The Company believes the disclosure
incorporated by reference to older filings, such as those made in 2021, is relevant and, except for substantive modifications and material
updates reflected in Offering Circular Supplements and Form 1-Us, such disclosures generally remain accurate and relevant. The business
and operations of Target Issuers is highly circumscribed and they operate in accordance with the disclosures in the original Offering
Circulars in all material respects. In this respect, all Target Issuers referenced in the Offering Circular continue to own and maintain
the artwork described in the Target Issuer’s original Offering Circular and all aspects relating to the acquisition of the artwork, including
its provenance and purchase price remain unchanged. With very few exceptions, all of which are described in Offering Circular Supplements
and Form 1-Us referenced in the preceding paragraph, there have been no material changes to the fundamental aspects of the investment
in the Class A shares of the Target Issuers subsequent to their respective initial Regulation A offerings and the investment risks,
economic arrangements, governance structure, management, etc. have not changed in any material respects subsequent to such Regulation
A offerings.

    7.

    Comment:
    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.

    Response:
    The Company has removed the references from Amendment No. 9. However, the Company believes the Note to Paragraph (D)(2)(I(C)
    (the “Note”) of Rule 251 under the Securities Act is relevant in part to the qualified purchaser analysis. This transaction
    involves securities that are issued pursuant to pre-existing rights with no requirement for a shareholder vote and is therefore analogous
    in many respects to a transaction that involves securities underlying warrants or convertible securities.

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 10, LLC

    By:

    /s/
    Joshua B. Goldstein

    Joshua
    B. Goldstein

    General
    Counsel and Secretary

    cc:
    Donald
    Field/U.S. Securities and Exchange Commission

    Alyssa
                                            Wall/U.S. Securities and Exchange Commission

    Scott
    Stringer/U.S. Securities and Exchange Commission

    Rufus
    Decker/U.S. Securities and Exchange Commission