SecProbe.io

CORRESP
1
filename1.htm

December
4, 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. 9 to Offering Statement on Form 1-A

    Filed
    September 2, 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. 10 (“Amendment
No. 10”) 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. 10 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 December 1, 2025. We trust you shall deem the contents of
this transmittal letter responsive to your comment letter.

Amendment
No. 9 to Offering Statement on Form 1-A

The
Restructuring Transactions, page 14

    1.
    Comment:
                                            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.

    Response:
    The Company has revised its disclosure to include Management Fee Shares (Issuer) on page 15 of Amendment No. 10. In addition
    the Company has revised the diagrams throughout the filing in accordance with the Staff’s comment and added new tables to page
    18 of Amendment No. 10 to show the voting and profit percentages owned by Masterworks and others at the issuer and Masterworks
    Cayman, SPC levels following the Offering and Restructuring Transactions.

Unaudited
Historical and Pro Forma Financial Statements, page F-2

    2.
    Comment:
    Please remove your statements in various places regarding no assurance being provided on your financial statements.

    Response:
    In response to the Staff’s comment, the Company has removed the statements in various places regarding no assurance being
    provided on its financial statements.

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