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CORRESP
1
filename1.htm

June
9, 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. 7 to Offering Statement on Form 1-A

    Filed
    April 22, 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. 8 (“Amendment
No. 8”) 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. 8 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 May 30, 2025. We trust you shall deem the contents of this transmittal
letter responsive to your comment letter.

Amendment
No. 7 to Offering Statement on Form 1-A

Incorporation
of Certain Information by Reference, page v

    1.
    Comment:
                                            Please include or incorporate by reference the financial statements and the related information
                                            for each Target Issuer. Please also make arrangements with the auditor of each Target Issuer
                                            to include their consent to the use of each audit report included or incorporated by reference
                                            into this offering statement.

    Response:
    The Company has incorporated by reference the financial statements and related information for each Target Issuer and included
    the form of consent of the auditor of each Target Issuer as Exhibit 11.1 in Amendment No. 8.

Q:
Why do the Restructuring Transactions Contemplate Converting to a Texas Series Limited Liability Company..., page vi

    2.
    Comment:
                                            We note your answer states “Texas law is more flexible than Delaware law when it
                                            comes to mergers involving series limited liability companies.” Please revise to discuss
                                            in greater detail the flexibility provided by Texas law and how it facilitates these restructuring
                                            transactions, including defining “protected series” and clarifying the function
                                            of protected series in this context. Please include enough information so that investors
                                            can fully appreciate each of the steps in these transactions.

    Response:
    The Company has revised its disclosure on page vi of Amendment No. 8 in response to the Staff’s Comment.

Series
Offering Table, page 1

    3.
    Comment:
                                            Please revise your disclosure to clearly indicate the size of the current offering. In
                                            this regard, we note your footnote (2) on page 1 which defines the Offering size as the “aggregate
                                            value of the Class A shares of the applicable Target Issuer initially sold in Regulation
                                            A transactions.” However, we also note footnote (2) on the cover page which details
                                            that the “Price to Public” as “the net asset value, or “NAV”
                                            per Class A share as of the most recent practicable date” which equals “the most
                                            recent appraised value of the relevant artwork as determined by Masterworks, reduced by the
                                            applicable liquidation preference attributable to Management Fee Shares, if applicable, and
                                            further reduced by the aggregate profit share, if any, attributable to the Class B shares,
                                            divided by the fully diluted number of Class A shares outstanding (including all outstanding
                                            Management Fee Shares).” Additionally, we also note your disclosure on pages 5 and
                                            14 that defines the Offering size as the “aggregate value of the Class A shares of
                                            the Target Issuer immediately prior to the Restructuring Transaction...” Please advise
                                            how you intend to calculate the price to the public and the offering size for each merger
                                            and reconcile your disclosure accordingly.

    Response:
    The Company has revised its disclosure to clarify the calculation of the offering size. As noted in Amendment No. 8, the price
    to the public reflects the net asset value, or “NAV” per Class A share as of the most recent practicable date. NAV per
    Class A share equals the most recent appraised value of the relevant artwork as determined by Masterworks, reduced by the applicable
    liquidation preference attributable to Management Fee Shares, if applicable, and further reduced by the aggregate profit share, if
    any, attributable to the Class B shares, divided by the fully diluted number of Class A shares outstanding (including all outstanding
    Management Fee Shares). The offering size for each series offering is equal to such NAV per share multiplied by the number of Class
    A shares originally issued in the Tier 2 Regulation A offering of the applicable Target Issuer. The NAV per Class A
    share is updated quarterly and the Company anticipates that the NAV per share for each Target Issuer as of the qualification
    of the Offering Circular will not be revised prior to the completion of the Offering and Restructuring Transactions.

The
Restructuring Transactions, page 2

    4.
    Comment:
                                            Please advise regarding the state of incorporation or organization of Masterworks Vault
                                            10, LLC at the time of qualification (i.e. Texas or Delaware). In this regard, we note that
                                            you have provided a Delaware legal opinion to cover the qualified securities but it is unclear
                                            whether that entity or the included securities will exist upon qualification. Additionally,
                                            we note the provided Delaware legal opinion appears to be an unqualified opinion which doesn’t
                                            contemplate the restructuring transactions. For guidance on opinion issues in specific transactions,
                                            refer to Sections II.B.2.e andII.B.2.f of Staff Legal Bulletin No. 19.

    Response:
    At the time of qualification of the offering statement, the Company will be a Texas series limited liability company, but it
    is contemplated that when the Restructuring Transactions contemplated by the offering circular are completed, investors
    will hold Class A shares of a Delaware series limited liability company. In response to the Staff’s comment, we have revised
    Exhibit 12.1 to provide the requisite validity opinions for both Delaware and Texas. After the completion of the Offering and the
    Restructuring Transactions, the Company will also file an unqualified opinion on Form 1-U.

    5.

    Comment:
                                            We note that the restructuring transactions contemplate (i) after the asset transfers
                                            and assignments, the distribution of shares (of a Texas series limited liability company)
                                            of the applicable Merger Series to shareholders of the applicable Target Issuer and (2) after
                                            the mergers (as merger consideration), the issuance of shares (of a Texas series limited
                                            liability company) of the applicable Surviving Series to shareholders of the applicable Target
                                            Issuer. We also note that this Form 1-A qualifies the offering of Class A ordinary shares
                                            of a Delaware series limited liability company. Further, we note your disclosure that the
                                            restructuring transactions “are expected to occur substantially concurrently”
                                            following qualification of the offering statement. Please expand your disclosure to specify
                                            the intended timeframe for the consummation of all restructuring transactions. Additionally,
                                            we note that on page vi you state that you believe shareholders will own shares with the
                                            same rights following the Offering and the restructuring transactions. Please expand your
                                            related question and answer on page vi to detail whether any material shareholder rights
                                            will change at each intermediary step of the contemplated process. Please also include forms
                                            of the certificates and agreements that will be filed with each of the relevant state jurisdictions
                                            to effectuate the restructuring transactions as exhibits to the offering statement.

    Response: Before qualification of the
    offering circular, the Company will convert to a Texas series limited liability company. Following qualification of the offering
    circular, the Offering and the Restructuring Transactions (except the Dissolution) will occur as contemporaneously as possible.
    As promptly as possible following the Mergers, the Company will convert back into a Delaware series limited liability company, and
    the shareholders will own shares in a Delaware entity and be governed by the Second Amended and Restated Limited Liability Company
    Agreement attached as Exhibit 2.6 to Amendment No. 8. The dissolution of the Target Issuers will follow thereafter. Shareholders
    will briefly hold shares in a Texas series limited liability company following the Merger. The Company has also amended its disclosure
    on page vi of Amendment No. 8 and included the requested exhibits.

    6.
    Comment:
                                            We note your disclosure that following the merger, the company “will convert back
                                            into a Delaware series limited liability company.” Please discuss in greater detail
                                            how this conversion will be effectuated to include how issued and outstanding shares of the
                                            Texas series limited liability company will be exchanged for new shares in the Delaware series
                                            limited liability company.

    Response:
    The Company will statutorily convert from a Texas series limited liability company to a Delaware series limited liability company.
    Pursuant to a plan of conversion, the membership interests in the Texas LLC will automatically (i.e. by operation of law) convert
    to membership interests in the Delaware LLC on a 1 to 1 basis with no changes to rights, preferences or terms except with respect
    to any changes deemed necessary under Delaware law. Concurrently with the conversion, the Company will also enter into its Second
    Amended and Restated Limited Liability Company Agreement as a Delaware series limited liability company which will be substantially
    similar to the current operating agreements of the Target Issuers.

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

    7.

    Comment:
                                            Please fill in the historical financial information for the Company and the Target Issuers
                                            and the pro forma financial information.

    Response:
    The Company has added the historical financial information for the Company and the Target Issuers and the pro forma financial
    information to Amendment No. 8.

General

    8.
    Comment:
                                            We note disclosure that “[a]lthough the Company believes it has a reasonable basis
                                            to conclude that all participants in the Offering are ‘qualified purchasers’
                                            with respect to this Offering for the foregoing reasons, there is a risk that the a regulatory
                                            authority or a court reviewing the transaction may not agree that the Company has a reasonable
                                            basis to conclude all of such participants are ‘qualified purchasers’.”
                                            Please expand your disclosure to acknowledge that compliance with the conditions of Regulation
                                            A is an affirmative obligation of an issuer attempting to rely upon the exemption. Please
                                            also expand your analysis to explain how your having a “reasonable basis” satisfies
                                            the requirements of Rule 251(d)(2)(i)(C) either with respect to investors that are accredited
                                            investors or non-accredited investors. In addition, please disclose how you will address
                                            the risk of an investor in a Target Issuer no longer meeting the requirements of Rule 251(d)(2)(i)(C)
                                            of Regulation A being issued Class A shares in the Offering. Finally, please clearly disclose
                                            the implications of failure to address such risks.

    Response:
    The Company has revised its disclosure in accordance with the Staff’s Comment. The Company has removed references to a
    “reasonable basis” in support of its belief that investors are qualified purchasers since no such legal standard is expressly
    stated in Rule 251.

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