SecProbe.io

CORRESP
1
filename1.htm

January
16, 2026

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. 10 to Offering Statement on Form 1-A

    Filed
    December 4, 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. 11 (“Amendment
No. 11”) 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. 11 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 23, 2025. We trust you shall deem the contents of
this transmittal letter responsive to your comment letter.

Amendment
No. 10 to Offering Statement on Form 1-A

Incorporation
of Certain Information by Reference, page v

    1.
    Comment:
                                            In your January 31, 2025 response to comment 5 from our December 23, 2024 comment letter,
                                            you said you would include a balance sheet as of the end of the preceding fiscal year in
                                            future Forms 1-SA. However, your Forms 1-SA filed on September 26, 2025 did not include the
                                            aforementioned balance sheet. Please revise these Forms 1-SA to include a balance sheet as
                                            of the end of the preceding fiscal year (i.e., December 31, 2024). Refer to Item 3(a) of
                                            Form 1-SA.

    Response:
    The Company acknowledges the Staff’s comment and acknowledges that Masterworks inadvertently omitted a balance sheet as
    of the end of the preceding fiscal year in Forms 1-SA filed on September 26, 2025. The Company would request that, in light of
    the significant administrative burden of refiling Forms 1-SA for all Target Issuers, the Staff permit the Company to make this change
    on a go-forward basis. The Company would note that, in the case of each Target Issuer, the difference between the balance sheet
    as of December 31, 2024 and June 30, 2024 is immaterial, given that each Target Issuer conducts no operations and the only change
    in assets on a net basis for each Target Issuer between those two periods is a de minimis royalty payment of $10 completed
    at year end. In addition, audited balance sheets as of December 31, 2024 are available and incorporated by reference in
    Amendment No. 11 via a link to the annual reports on Form 1-K of each Target Issuer, so all of the information omitted from
    the Forms 1-SA is in fact available to shareholders and incorporated into Amendment No. 11. Going forward, each Form 1-SA
    will include the required items of Form 1-SA, including a prior year balance sheet.

Unaudited
Historical and Pro Forma Financial Statements, page F-1

    2.
    Comment:
    Please update your filings to include historical interim financial statements in accordance with paragraphs (b)(3)(ii) and (b)(5)
    in Part F/S of Form 1-A. Additionally, please update your pro forma financial statements accordingly.

    Response:
    In response to the Staff’s comment, the Company has updated its historical interim financial statements and pro forma 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