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 2, 2023
Date of Report: (Date of earliest event reported)
MASTERWORKS VAULT 2, LLC
(Exact name of issuer as specified in its charter)
Delaware | 93-1570482 | |
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 301 Class A Ordinary Shares; Series 302 Class A Ordinary Shares; Series 303 Class A Ordinary Shares; Series 304 Class A Ordinary Shares; Series 305 Class A Ordinary Shares; Series 306 Class A Ordinary Shares; Series 307 Class A Ordinary Shares; Series 308 Class A Ordinary Shares; Series 310 Class A Ordinary Shares; Series 311 Class A Ordinary Shares; Series 312 Class A Ordinary Shares; Series 313 Class A Ordinary Shares; Series 314 Class A Ordinary Shares; Series 317 Class A Ordinary Shares; Series 321 Class A Ordinary Shares; Series 324 Class A Ordinary Shares; Series 328 Class A Ordinary Shares; Series 331 Class A Ordinary Shares; Series 333 Class A Ordinary Shares; Series 335 Class A Ordinary Shares; Series 341 Class A Ordinary Shares; Series 342 Class A Ordinary Shares; Series 347 Class A Ordinary Shares; Series 378 Class A Ordinary Shares; Series 379 Class A Ordinary Shares; Series 382 Class A Ordinary Shares; Series 394 Class A Ordinary Shares; Series 397 Class A Ordinary Shares; Series 401 Class A Ordinary Shares
(Securities issued pursuant to Regulation A)
Item 9. Other Events
A copy of the executed Buyer’s Private Sale Agreement Terms of Purchase (“Series 397 Purchase Agreement”) relating to the artwork held by Series 397, dated September 27, 2023, is attached to this Form 1-U as Exhibit 6.1. The Series 397 Purchase Agreement will replace in its entirety the Form of Art Purchase Agreement of Terms and Conditions of Sale previously filed as Exhibit 6.32 to the Company’s Offering Statement on Form 1-A, filed on September 27, 2023.
Additionally, a copy of the executed Art Purchase Agreement (“Series 401 Purchase Agreement”) relating to the artwork held by Series 401, dated September 29, 2023, is attached to this Form 1-U as Exhibit 6.2. The Series 401 Purchase Agreement will replace in its entirety the Form of Art Purchase Agreement of Terms and Conditions of Sale previously filed as Exhibit 6.33 to the Company’s Offering Statement on Form 1-A, filed on September 27, 2023.
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 | |
6.1 | Form of Art Purchase Agreement of Terms and Conditions of Sale for Series 397.# | |
6.2 | Form of Art Purchase Agreement of Terms and Conditions of Sale for Series 401.# |
# Certain confidential portions (indicated by brackets and asterisks) of this exhibit have been omitted from this exhibit |
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 2, LLC | ||
By: | /s/ Joshua B. Goldstein | |
Name: | Joshua B. Goldstein | |
Title: | General Counsel | |
Date: October 2, 2023 |
Exhibit 6.1
Exhibit 6.2