Masterworks Vault 5 LLC

10/29/2024 | Press release | Distributed by Public on 10/29/2024 15:24

Current Report under Regulation A Form 1 U

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

October 29, 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 incorporation or organization
(I.R.S. Employer
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 350 Class A Ordinary Shares; Series 351 Class A Ordinary Shares; Series 353 Class A Ordinary Shares; Series 354 Class A Ordinary Shares; Series 357 Class A Ordinary Shares; Series 359 Class A Ordinary Shares; Series 396 Class A Ordinary Shares; Series 430 Class A Ordinary Shares; Series 438 Class A Ordinary Shares; Series 439 Class A Ordinary Shares; Series 441 Class A Ordinary Shares; Series 443 Class A Ordinary Shares; Series 444 Class A Ordinary Shares; Series 445 Class A Ordinary Shares; Series 449 Class A Ordinary Shares

(Securities issued pursuant to Regulation A)

Item 9. Other Events

A copy of a promotional email correspondence for Series 443 sent to certain potential investors 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
99.1 Series 443 promotional email correspondence.

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: October 29, 2024