UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 1-U
CURRENT REPORT
Pursuant to Regulation A of the Securities Act of 1933
April 23, 2024
Date of Report: (Date of earliest event reported)
MASTERWORKS VAULT 5, LLC
(Exact name of issuer as specified in its charter)
| Delaware | 93-3951950 | |
| State of other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization | Identification No.) |
225 Liberty Street, 29th Floor, New York, NY 10281
(Full mailing address of principal executive offices)
(203) 518-5172
(Issuer’s telephone number, including area code)
www.masterworks.com
(Issuer’s website)
Series 396 Class A Ordinary Shares
(Securities issued pursuant to Regulation A)
Item 9. Other Events
A copy of materials used on www.masterworks.com relating to the ongoing offering of Class A Ordinary Shares of Series 396 pursuant to Regulation A of the Securities Act of 1933, as amended, is attached to the Form 1-U as Exhibit 15(b). In addition, a copy of the transcript of the promotional video embedded in materials for Series 396 is attached to the Form 1-U as Exhibit 99.1.
Safe Harbor Statement
This Current Report on Form 1-U contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section entitled “Risk Factors” in our most recent Offering Circular filed with the Securities and Exchange Commission (“SEC”), as such factors may be updated from time to time in our periodic filings and offering circular supplements filed with the SEC, which are accessible on the SEC’s EDGAR website. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in our filings with the SEC. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
Exhibit Index
| Exhibit No. | Description of Exhibit | |
| 15(b) | Series 396 website materials. | |
| 99.1 | Series 396 promotional video transcript. |
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MASTERWORKS VAULT 5, LLC | ||
| By: | /s/ Joshua B. Goldstein | |
| Name: | Joshua B. Goldstein | |
| Title: | General Counsel | |
| Date: April 23, 2024 | ||