As filed with the Securities and Exchange Commission on April 23, 2026

File No.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-A

REGULATION A OFFERING CIRCULAR

UNDER THE SECURITIES ACT OF 1933

MASTERWORKS Vault 19, LLC

(Exact name of issuer as specified in its charter)

Delaware

(State of other jurisdiction of incorporation or organization)

1 World Trade Center, 57th Floor

New York, New York 10007

Phone: (203) 518-5172

(Address, including zip code, and telephone number,

including area code of issuer’s principal executive office)

Joshua B. Goldstein

General Counsel and Secretary

Masterworks Vault 19, LLC

1 World Trade Center, 57th Floor

New York, New York 10007

Phone: (203) 518-5172

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this preliminary offering circular is subject to completion or amendment. To the extent not already qualified under Regulation A, these securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Securities and Exchange Commission is qualified. This preliminary offering circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a final offering circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the final offering circular or the offering statement in which such final offering circular was filed may be obtained.

MASTERWORKS Vault 19, LLC

Preliminary Offering Circular

April 23, 2026

Subject to Completion

Offering of Series Class A ordinary shares

Representing Series Class A Limited Liability Company Interests

Masterworks Vault 19, LLC, which we refer to as “we,” “us,” “our,” “Masterworks Vault 19” or the “Company,” is a Delaware series limited liability company that has been formed to facilitate a series of restructuring transactions (“Restructuring Transactions”) relating to affiliated Delaware limited liability company issuers (collectively, “Target Issuers” and each, a “Target Issuer”) that have conducted an offering pursuant to Regulation A to facilitate an investment in a single work of art (each, an “Artwork”). We are offering Class A shares representing Class A limited liability company interests of each of the series of the Company (the “Offering”), which shall be issued for the Merger Consideration (as defined below) and in accordance with and pursuant to the Restructuring Transactions, in each case, as described within this offering circular.

Historically, all Masterworks offerings pursuant to Regulation A have been conducted by distinct Delaware limited liability company issuers and have involved investment in a singular Artwork. In May 2023, Masterworks began using Delaware series limited liability companies to conduct offerings more efficiently through the creation of separate series as opposed to separate legal entities for each Artwork. The purpose of the Restructuring Transactions is to transition the Target Issuers to this more efficient structure through a series of transactions, including a business combination, whereby each Target Issuer will be “rolled up” into a newly formed separate series of the Company. Each new series will have the same capitalization and share ownership as the applicable Target Issuer and will beneficially own the same Artwork, with no other material assets or liabilities and substantially the same contractual rights and obligations, tax attributes and governance as the applicable Target Issuer. As a result of the Offering and the Restructuring Transactions, existing members of each Target Issuer will receive one Class A share in a newly formed series of the Company in respect of each Class A share they hold in any Target Issuer with substantially the same voting and other rights as the Class A share held in the applicable Target Issuer. The Target Issuers will be identified and described in an amendment to this offering circular prior to the qualification of the offering statement of which this offering circular forms an integral part.

We do not intend to list the Class A shares of any series for trading on a national securities exchange, but shares of other Masterworks issuers, including the Target Issuers, are currently listed for trading on an alternative trading system operated by North Capital Private Securities Corporation (“NCPS”), referred to as the “ATS”. We intend to facilitate secondary sales of the Class A shares of each series by listing each series on the ATS, which is expected to occur promptly after the completion of this Offering. The ATS may provide a liquidity option for certain U.S. investors and investors in certain non U.S. jurisdictions. No assurance can be given that the ATS will provide an effective means of selling your Class A shares of a series or that the price at which any Class A shares of a series are sold through the ATS is reflective of the fair value of the Class A shares of that series or the Artwork of that series.

Our affiliate Masterworks, LLC owns an online investment platform located at https://www.masterworks.com/ (the “Masterworks Platform”) that allows investors to acquire ownership of an interest in special purpose companies controlled by Masterworks that invest in distinct Artworks or a collection of Artworks. Once an investor establishes a user profile on the Masterworks Platform, they can browse and screen potential artwork investments, view details of an investment and sign contractual documents online.

No person will earn any fees in connection with the Offering, and no broker-dealer is involved in the Offering. Neither the Company, the series or the Target Issuers will incur any cost in connection with this Offering.

We reserve the right to terminate this Offering for any reason at any time prior to the closing. We will close the entire Offering at one time. This Offering will commence within 48 hours of qualification by the SEC. There is no minimum number of interests or dollar amount that needs to be sold as a condition of the closing of this Offering. We have not engaged an escrow agent for this Offering.

Generally, no sale may be made to you in this Offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or your net worth. Different rules apply to accredited investors and non-natural persons. For general information on investing, we encourage you to refer to www.investor.gov. We retain complete discretion to determine that investors are “qualified purchasers” (as defined in Regulation A under the Securities Act) in reliance on the information and representations provided to us regarding their financial situation.

An investment in the Class A shares of a series is subject to certain risks and should be made only by persons or entities able to bear the risk of and to withstand the total loss of their investment. Prospective investors should carefully consider and review the information under the heading “Risk Factors” beginning on page 8.

The SEC does not pass upon the merits of or give its approval to any securities offered or the terms of any offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”); however, the SEC has not made an independent determination that the securities offered are exempt from registration.

Periodically, we will provide an amendment or supplement to the offering circular that may add, update or change information contained in this offering circular. Any statement that we make in this offering circular will be modified or superseded by any inconsistent statement made by us in a subsequent amendment or supplement to the offering circular. The offering statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this offering circular. You should read this offering circular and the related exhibits filed with the SEC and any amendment or supplement to the offering circular, together with additional information contained in our annual reports, semi-annual reports and other reports and information statements that we will file periodically with the SEC. See the section entitled “Where You Can Find More Information” below for more details.

Our principal office is located at 1 World Trade Center, 57th Floor, New York, New York 10007 and our phone number is (203) 518-5172. Our corporate website address is located at www.masterworks.com. Information contained on, or accessible through, the website is not a part of, and is not incorporated by reference into, this offering circular.

This offering circular is following the offering circular format described in Part II (a)(1)(i) of Form 1-A.

The date of this offering circular is ______, 2026.

TABLE OF CONTENTS

We have not authorized anyone to provide any information other than that contained or incorporated by reference in this offering circular prepared by us or to which we have referred you. We do not take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This offering circular is an offer to sell only the Class A shares of each series offered hereby but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this offering circular is current only as of its date, regardless of the time of delivery of this offering circular or any sale of Class A shares of a series.

For investors outside the United States: We have not done anything that would permit the Offering or possession or distribution of this offering circular in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourselves about and to observe any restrictions relating to the Offering and the distribution of this offering circular.

THIRD PARTY DATA

Certain data included in this offering circular is derived from information provided by third-parties that we believe to be reliable. The discussions contained in this offering circular relating to the Artwork, the artist, the art market and the art industry are taken from third-party sources that the Company believes to be reliable and reasonable, and that the factual information is fair and accurate. Certain data is also based on our good faith estimates which are derived from management’s knowledge of the industry and independent sources. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of included information. We have not independently verified such third-party information, nor have we ascertained the underlying economic assumptions relied upon therein. The statistical data relating to the art market is difficult to obtain, may be incomplete, out-of-date, or inconsistent and you should not place undue reliance on any statistical or general information related to the art market included in this offering circular. The art market data used in this offering circular involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such data. While we are not aware of any material misstatements regarding any market, industry or similar data presented herein, such data was derived from third party sources and reliance on such data involves risks and uncertainties.

TRADEMARKS AND COPYRIGHTS

We own or have applied for rights to trademarks or trade names that we use in connection with the operation of our business, including our corporate names, logos and website names. In addition, we own or have the rights to copyrights, trade secrets and other proprietary rights that protect our business. We do not own the copyright to the Artwork, as such term is defined below, acquired by a series. This offering circular may also contain trademarks, service marks and trade names of other companies, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this offering circular is not intended to, and should not be read to, imply a relationship with or endorsement or sponsorship of us. Solely for convenience, some of the copyrights, trade names and trademarks referred to in this offering circular are listed without their ©, ® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights to our copyrights, trade names and trademarks. All other trademarks are the property of their respective owners.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This offering circular contains certain forward-looking statements that are subject to various risks and uncertainties. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “plan,” “intend,” “expect,” “outlook,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” or other similar words or expressions. Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, or state other forward-looking information. Our ability to predict future events, actions, plans or strategies is inherently uncertain. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, actual outcomes could differ materially from those set forth or anticipated in our forward-looking statements. Factors that could cause our forward-looking statements to differ from actual outcomes include, but are not limited to, those described under the heading “Risk Factors.” Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our views as of the date of this offering circular. Furthermore, except as required by law, we are under no duty to, and do not intend to, update any of our forward-looking statements after the date of this offering circular, whether as a result of new information, future events or otherwise.

STATE LAW EXEMPTION AND PURCHASE RESTRICTIONS

The Class A shares of each series are being offered only to “qualified purchasers” (as defined in Regulation A under the Securities Act). As a Tier 2 offering pursuant to Regulation A under the Securities Act, the Offering is exempt from state law “Blue Sky” review, subject to meeting certain state filing requirements and complying with certain anti-fraud provisions, to the extent that the Class A shares of each series offered hereby are offered and sold only to “qualified purchasers”. “Qualified purchasers” include: (i) “accredited investors” under Rule 501(a) of Regulation D and (ii) all other investors so long as their investment in any of the interests of the Company (in connection with any series offered under Regulation A) does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons).

To determine whether a potential investor is an “accredited investor” for purposes of satisfying one of the tests in the “qualified purchaser” definition, the investor must be a natural person who:

For purposes of determining whether a potential investor is a “qualified purchaser,” annual income and net worth should be calculated as provided in the “accredited investor” definition under Rule 501 of Regulation D. In particular, net worth in all cases should be calculated excluding the value of an investor’s home, home furnishings and automobiles.

The Offering will only be available to existing shareholders of the Target Issuers. As a result of the Restructuring Transactions, each series of the Company has been assigned Target Issuer shareholder representations contained in subscription agreements and secondary transaction agreements that the members of the Target Issuers are each a “qualified purchaser” (as defined in Regulation A under the Securities Act).

USE OF CERTAIN TERMS AND DEFINITIONS

In this offering circular, certain capitalized terms are used in the context of a particular series and the same capitalized terms may be used in another context to refer generically to all series. Accordingly, it is important to consider the context in which such capitalized terms are used. Unless the context indicates otherwise, the following terms have the following meaning:

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

We hereby incorporate by reference into this offering circular all of the information contained in the following filings by the Target Issuers with the Securities and Exchange Commission noted below, to the extent not otherwise modified or replaced by a subsequent filing or limited by the footnotes herein:

To the extent any financial statements are incorporated by reference, we will provide an electronic copy of such financial statements to any holder of securities, including any beneficial owner, upon written or oral request to support@masterworks.com or (203) 518-5172 at no cost. Additionally, such financial statements will be found at masterworks.com/about/disclosure.

QUESTIONS AND ANSWERS ABOUT THIS OFFERING

The following questions and answers about this Offering highlight material information regarding us and this offering that is not otherwise addressed in the “Offering Summary” section of this offering circular. You should read this entire offering circular, including the section entitled “Risk Factors.”

Instead of owning shares in a Target Issuer, shareholders will own shares in a newly formed series of the Company with the same assets, obligations, board of managers, capitalization and share ownership as those of the Target Issuer.

SERIES OFFERING TABLE

The table below shows key information related to the Offering and each relevant series as of the date of this offering circular. Following the Restructuring Transactions, each surviving series will beneficially own the same Artwork as its applicable Target Issuer, as summarized below.

SUMMARY

This summary highlights selected information contained elsewhere in this offering circular. This summary does not contain all of the information you should consider before investing in the Class A shares of a series. You should read this entire offering circular carefully, especially the risks of investing in the Class A shares of a series discussed under “Risk Factors,” before making an investment decision.

Overview

We were formed as a Delaware series limited liability company on November 18, 2024 to facilitate the Restructuring Transactions. Following the Offering, we will not conduct any business activities except for activities relating to maintenance, promotion and the eventual sale of the Artworks. Our strategy will be to hold Artworks for capital appreciation. We may display and promote the Artworks to enhance their value and broaden their exposure to the art-viewing public.

We do not expect to generate any material amount of revenues or cash flow from the Artwork held by any series unless and until the Artwork of such series is sold and no profits will be realized by investors unless they are able to sell their Class A shares of the series or the Artwork of the series is sold. Pursuant to the Target Issuer Agreements (as described below), we will be totally reliant on Masterworks for administrative and asset management services and the payment of all ordinary and routine operating costs, including those relating to each series, our Company as a whole and the Artwork of each series.

Our Series LLC Structure

Following the Restructuring Transactions, each Artwork will be beneficially owned by a separate series of the Company. Each series will hold title to the specific Artwork that it acquires in a segregated portfolio of Masterworks Cayman SPC, or “Masterworks Cayman”, a Cayman Islands segregated portfolio company. We expect that each series will be regarded as a separate partnership for U.S. federal income tax purposes and each segregated portfolio will be treated as a consolidated subsidiary for accounting purposes.

As a series limited liability company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series of the Company are segregated and enforceable only against the assets of such series under applicable law. Similarly, as a Cayman Islands segregated portfolio company, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing of a particular segregated portfolio of Masterworks Cayman are segregated and enforceable only against the assets of such segregated portfolio under Cayman Islands law. This means that a creditor of the Company or Masterworks Cayman would only be entitled to recover against assets attributed and credited to the specific series of the Company or segregated portfolio of Masterworks Cayman, as applicable, to which the obligation is attributed.

The Class A shares represent an investment solely in a particular series and, thus, indirectly in the Artwork beneficially owned by that series. The Class A shares do not represent a general investment in our Company or in Masterworks. Immediately following the completion of the Offering and the Restructuring Transactions, no series of the Company nor any segregated portfolio of Masterworks Cayman will beneficially own any material assets other than the single Artwork associated with such series or have any indebtedness or commercial obligations, other than those assumed under the Target Issuer Agreements.

The Restructuring Transactions

The purpose of the Offering and the Restructuring Transactions is to increase the efficiency of Masterworks operations by reducing the number of Masterworks issuer entities through a series of transactions, including a business combination, whereby each Target Issuer will be “rolled up” into a newly formed separate series of the Company. Each new series will have the same capitalization and share ownership as the applicable Target Issuer and will beneficially own the same Artwork, with no other material assets or liabilities and substantially the same contractual rights and obligations, tax attributes and governance as the applicable Target Issuer. As a result of the Offering and the Restructuring Transactions, existing members of each Target Issuer will receive one Class A share in a newly formed series of the Company in respect of each Class A share they hold in each Target Issuer with substantially the same voting and other rights as the Class A share held in the applicable Target Issuer.

Prior to the qualification of this offering circular, the Company will convert to a Texas series limited liability company pursuant to Section 10 of the Texas Business Organizations Code (“TBOC”) and will form two protected series in Texas in respect of each Target Issuer.

The Restructuring Transactions will comprise the following transactions which are expected to occur substantially concurrently following the qualification of the offering statement of which this offering circular forms an integral part:

Economic and Voting Rights

The following table further describes the economic and voting rights of each share class of a series following the completion of the Offering and the Restructuring Transactions:

Masterworks Management Fee Shares and Compensation Arrangements

Masterworks compensation arrangements will not change as a result of the Restructuring Transactions and existing compensation arrangements for each Target Issuer will be assumed by each surviving series. Masterworks compensation for all Target Issuers and for each surviving series consists of a 20% share of profits in the form of Class B shares and a 1.5% per annum issuance of Management Fee Shares for administrative services performed by the Administrator and as reimbursement for ordinary and necessary administrative costs and expenses paid by the Administrator on behalf of the Target Issuer and Masterworks Cayman. In addition, at the time of the Target Issuer’s initial Regulation A offering, Masterworks received a one-time payment from each Target Issuer equal to 10% of the offering amount as an expense allocation, or “true up”. No additional expense allocation will be paid in connection with the Restructuring Transactions or this Offering. Management Fee Shares are not part of this Offering and therefore will remain “restricted securities” following this Offering.

Company Information

We are a manager-managed series limited liability company, managed by the Board of Managers. Our principal office is located at 1 World Trade Center, 57th Floor, New York, New York 10007 and our phone number is (203) 518-5172. Our corporate website address is the website address of Masterworks at www.masterworks.com. Information contained on, or accessible through, the website is not a part of, and is not incorporated by reference into, this offering circular.

THE OFFERING

DETERMINATION OF OFFERING PRICE

The Offering size equals the aggregate value of the Class A shares of the Target Issuers immediately prior to the Restructuring Transactions, excluding the Management Fee Shares. For such purposes, we use 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 Management Fee Shares).

SERIES DISTRIBUTION POLICY

No series has made distributions on the Class A shares of such series since our formation and we do not anticipate making distributions in the foreseeable future on any Class A shares, unless and until the Artwork held by such series is sold, at which point we will pay any expenses for which we are responsible and make a distribution to the holders of the Class A shares of such series in accordance with our operating agreement. There can be no assurance as to the timing of a distribution or that we will pay a distribution at all. There are no contractual restrictions on the ability of a series to make distributions.

RISK FACTORS

In general, we do not believe that there are any significant risk factors associated with this Offering or the Restructuring Transactions. However, investors should carefully consider the following specific risk factors, in addition to the other information set forth in this offering circular, to understand the risks associated with the Company and an investment in the Class A shares of any series of the Company.

Investors should also read the section entitled “Risk Factors” in the offering circular of each Target Issuer, which is incorporated by reference herein and shall apply in whole to each relevant series after giving effect to the Restructuring Transactions. See “Incorporation of Certain Information by Reference.”

Risks Related to our Business Model

Following the Offering, owning Class A shares in a series of the Company constitutes only an investment in that series and not in our Company or directly in any Artwork.

An investor will acquire an ownership interest in a series following the Offering and the Restructuring Transactions and not, for the avoidance of doubt, in (i) our Company, (ii) any other series (unless applicable), (iii) Masterworks, or (iv) directly in an Artwork associated with the series or any Artwork owned by any other series. This results in limited voting rights of the investor, including rights solely related to a particular series, and are further limited by the operating agreement, described further herein. Investors will have voting rights only with respect to certain matters, primarily relating to amendments to the operating agreement that would adversely change the rights of the interest holders and removal of a member of the Board of Managers of the Company for “cause.” Masterworks thus retains significant control over the management of the Company, each series and the Artworks. Furthermore, because the interests in a series do not constitute an investment in the Company as a whole, holders of the interests in a series are not expected to receive any economic benefit from the assets of any other series. In addition, the economic interest of a holder of Class A shares in a series reflects an investment in an Artwork, but also an interest in our corporate and governance structure and our management arrangement with Masterworks. Accordingly, ownership of Class A shares is not identical to owning a direct undivided interest in an Artwork.

Risks Related to our Reliance on Masterworks

The Board of Managers will have complete authority to administer our business consistent with the terms and conditions of our operating agreement, with limited exceptions.

The Board of Managers will have sole voting power over all matters, including: mergers, consolidations, acquisitions, winding up and dissolution; except, the Board of Managers shall not have the authority to do any of the following without first obtaining the prior approval or consent of the holders of a majority of the voting shares of any series affected, except as otherwise set forth therein:

Additionally, we, in our sole and absolute discretion, may decide to sell the Artwork of a series at any time and in any manner.

This concentration of control in the Board of Managers may delay, deter or prevent acts that would be favored by holders of the Class A shares of a series. The interests of the Board of Managers or the Administrator may not always coincide with our interests or the interests of the holders of the Class A shares of a series. As a result, the market price of the Class A shares of a series could decline, or holders of the Class A shares of a series might not receive a premium over the then-current market price of the Class A shares of a series upon a change in control.

Holders of the Class A shares of a series do not elect or vote on the Board of Managers and have limited ability to influence decisions regarding our business.

Our operating agreement provides that our assets, affairs and business will be managed under the direction of the Board of Managers. Holders of the Class A shares of a series do not elect or vote on the Board of Managers and, except for kick-out rights granted to Masterworks, members of the Board of Managers can only be removed by (i) a majority of the existing Board of Managers, or (ii) by the affirmative vote of holders of two-thirds (2/3) of the voting Class A shares outstanding of each series voting separately as a class and of all series together voting as a single class and only for “cause”, as defined in the operating agreement. Accordingly, unlike the holders of common stock in a corporation, holders of Class A shares of a series have only limited voting rights on matters affecting our business, and therefore limited ability to influence decisions regarding our business.

Risks Relating to Potential Conflicts of Interest

Although Masterworks will own 1,000 Class B shares of each series representing a 20% profits interest in such series, and will beneficially own Class A shares of each series following this Offering, Masterworks may eventually forfeit, sell or transfer its shares.

The alignment that will exist upon the final closing of this Offering between Masterworks and the shareholders of each series in this Offering may not exist in the future. Masterworks earns the vast majority of its management fees and obtains profits interests in the form of equity interests in issuers sponsored on the Masterworks Platform and periodically sells these equity interests for cash consideration. In addition, Masterworks entered into a revolving secured promissory note with the Lynn Family Trust 001 pursuant to which it pledged substantially all of its assets, including any and all equity interests it owns in the Company, as collateral for borrowings thereunder. If Masterworks were to default under the revolving promissory note, such default could result in a forfeiture of its interests in the Company. If Masterworks were to forfeit, sell or transfer a significant portion of its shares in the Company or Masterworks Cayman, the interests of Masterworks may differ significantly from those of investors in this Offering and subsequent holders of the Class A shares. As a result, we cannot assure investors that the alignment between Masterworks and investors will exist in the future or that Masterworks will execute a discretionary sale of the Artwork of a series at a time that is in the best interests of holders of the Class A shares of such series.

As a non-listed company conducting an exempt offering pursuant to Regulation A, we are not subject to a number of corporate governance requirements, including the requirements for a board of directors or independent board committees.

We do not intend to list the Class A shares of any series on a national securities exchange. As a non-listed company conducting an exempt offering pursuant to Regulation A, we are not subject to a number of corporate governance requirements that an issuer listing on a national stock exchange would be. The Board of Managers is made up of Nigel Glenday, Joshua B. Goldstein, and Eli D. Broverman. One of the members of the Board of Managers, Eli D. Broverman, serves as the Independent Manager on the Board of Managers (the “Independent Manager”). The Independent Manager serves to protect the interests of the holders of the Class A shares of all series and is tasked with reviewing and approving all related party transactions of our Company with our affiliates and address all conflicts of interest that may arise between us and the holders of the Class A shares of any series and our affiliates. If the Independent Manager resigns from such position on the Board of Managers at any time, the remaining members of the Board of Managers shall appoint a replacement that meets the standards of an independent director pursuant to the standards set forth in NASDAQ Marketplace Rule 4200(a)(15). Accordingly, we do not have, nor are we required to have (i) a board of directors of which a majority consists of “independent” directors under the listing standards of a national stock exchange, (ii) an audit committee composed entirely of independent directors and a written audit committee charter meeting a national stock exchange’s requirements, (iii) a nominating/corporate governance committee composed entirely of independent directors and a written nominating/corporate governance committee charter meeting a national stock exchange’s requirements, (iv) a compensation committee composed entirely of independent directors and a written compensation committee charter meeting the requirements of a national stock exchange and (v) independent audits of our internal controls. Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of a company listed on a national stock exchange.

We are party to agreements that exculpate the Board of Managers, the Administrator and its affiliates, and certain other persons engaged on behalf of the Administrator from liabilities with respect to certain actions taken, even if such actions are negligent, which also reduces the remedies available to investors for certain acts by such persons.

Our operating agreement limits the liability of the Board of Managers, any of our members, any person who is an officer of ours and any person who serves at the request of the Board of Managers on behalf of us as an officer, director, members of the Board of Managers, Independent Manager, partner, member, stockholder or employee of such person. The Target Issuer Agreements limit the liability of the Administrator, its affiliates, managers, officers and members. None of the foregoing persons shall be liable to us or the Administrator or any other member of us for any action taken or omitted to be taken by it or by other person with respect to us, including any negligent act or failure to act, except in the case of a liability resulting from any of the foregoing person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duties that have not been waived, reckless disregard of duty or any intentional and material breach of the operating agreement or conduct that is subject of a criminal proceeding (where such person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board of Managers, any of the foregoing persons may consult with legal counsel and accountants with respect to our affairs (including interpretations of the operating agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether any of the foregoing persons acted with the requisite degree of care, such person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the members of the Board of Managers, officers, employees, consultants, attorneys, accountants and professional advisors of us selected with reasonable care; provided, that no such person may rely upon such statements if it believed that such statements were materially false. The foregoing limitations on liability reduce the remedies available to the holders of the Class A shares of any series for actions taken which may negatively affect us.

Our appraisal of the fair market value of an Artwork may differ from the appraisal that would be issued by an independent third-party and you are cautioned not to place undue reliance on any appraisal issued by Masterworks.

Appraisals are performed by employees of the Administrator and, therefore, Masterworks has conflicts of interest in performing appraisals. Masterworks performs appraisals of artwork in conformity with the 2024-2025 Uniform Standards of Professional Appraisal Practice (USPAP) developed by the Appraisal Standards Board of the Appraisal Foundation, although conflicts of interest may call into question standards related to appraiser independence. Accordingly, our appraisal of the fair market value of an Artwork may differ from the appraisal that would be issued by an independent third party and you are cautioned not to place undue reliance on any appraisal issued by Masterworks.

Risks Relating to Ownership of the Class A shares of a series and the Offering

Our operating agreement designates the federal district courts of the United States of America as the exclusive forum for disputes between us and our shareholders involving claims under the Securities Act, which, if enforced by the courts, will restrict our shareholders’ ability to choose the judicial forum for Securities Act disputes.

Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our operating agreement provides that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. There is uncertainty as to whether a court would enforce such provision, and the enforceability of similar choice of forum provisions in other companies’ constitutive documents has been challenged in legal proceedings. While the Delaware courts have determined that such choice of forum provisions are facially valid, a shareholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our operating agreement. This may require significant additional costs associated with resolving such action in other jurisdictions and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions.

This choice of forum provision may limit a shareholder’s ability to bring a Securities Act claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees. If a court were to find the exclusive-forum provision in our operating agreement to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could seriously harm our financial condition.

The Class A shareholders of a series will have very limited voting rights and we will have the ability to sell the Artwork of a series without shareholder approval.

Our operating agreement provides that the assets, affairs and business of our Company will be managed under the direction of our Board of Managers. Our Board of Managers, in their sole and absolute discretion, will have the ability to sell the Artwork of a series at any time and in any manner. Our shareholders do not elect or vote on our Board of Managers. The Class A shares of each series have no voting rights other than to vote together a single class on certain matters that disproportionately and adversely affect such series in relation to any other series and to vote together as a single class and together with holders of all voting Class A shares outstanding of all series together as a single class to remove and replace the Administrator, to remove a member of the Board of Managers for “cause” and to approve certain acts as described in our operating agreement, including certain proposed amendments to the operating agreement.

Each outstanding Class A share of a series entitles the holder to one vote on all matters submitted to a vote of shareholders of such series, provided, that Class A shares of a series beneficially owned by Masterworks, if any, and shares of a series held by certain shareholders of such series that irrevocably elect to limit or eliminate their voting rights, if any, shall not vote. Generally, matters to be voted on by our shareholders must be approved by a majority of the votes cast by all Class A shares of an affected series or of all the series of our Company as one group, as applicable, present in person or represented by proxy, although the vote to remove a member of the Board of Managers for “cause” or to remove and replace the Administrator requires a two-thirds (2/3) vote of the voting shares of each series voting separately as a class and all of the series then existing voting as a single class. If any vote occurs, you will be bound by the majority or supermajority vote, as applicable, even if you did not vote with the majority or supermajority.

We will be required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. Therefore, we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not “emerging growth companies,” and our investors could receive less information than they might expect to receive from exchange traded public companies.

We will be required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. The ongoing reporting requirements under Regulation A are more relaxed than for “emerging growth companies” under the Exchange Act. The differences include, but are not limited to, being required to file only annual and semiannual reports, rather than annual and quarterly reports. Annual reports are due within 120 calendar days after the end of the issuer’s fiscal year, and semiannual reports are due within 90 calendar days after the end of the first six months of the issuer’s fiscal year. Therefore, our investors could receive less information than they might expect to receive from exchange traded public companies.

Because we do not have an audit committee, holders of the Class A shares of a series will have to rely on our Board of Managers and the Independent Manager to perform these functions.

We do not have an audit committee. The Board of Managers, made up of Nigel Glenday, Joshua B. Goldstein and Eli D. Broverman will perform the duties normally performed by an audit committee for an entity such as ours. One of the members of the Board of Managers, Eli D. Broverman, serves as the Independent Manager on the Board of Managers. The Independent Manager serves to protect the interests of the holders of the Class A shares of each series and is tasked with reviewing and approving all related party transactions between us and our affiliates and address all conflicts of interest that may arise between us and the holders of the Class A shares of each series and our affiliates. If the Independent Manager resigns from such position on the Board of Managers at any time, the remaining members of the Board of Managers shall appoint a replacement that meets the standards of an independent director pursuant to the standards set forth on NASDAQ pursuant to NASDAQ Marketplace Rule 4200(a)(15).

Provisions of our Certificate of Formation and our Operating Agreement may delay or prevent a take-over which may not be in the best interests of holders of the Class A shares of a series.

Provisions of our Certificate of Formation and the operating agreement may be deemed to have anti-takeover effects, which include, among others, the Board of Managers having sole and exclusive control of the operations of us with the exclusion of the holders of the Class A shares of a series being able to vote upon certain limited circumstances, and may delay, defer or prevent a takeover attempt.

If certain Masterworks advertisements are considered offers, we may not meet traditional offering circulars delivery requirements.

The rules adopted by the SEC related to Regulation A offerings under the Securities Act require that any written offer be accompanied with or preceded by an offering circular. Section 2(a)(3) of the Securities Act defines the term “offer” expansively to include “every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security, for value” and the Company understands that the SEC has consistently taken a very broad view of what may constitute an offer. Masterworks has previously produced advertisements on mediums such as television that may be deemed to be “offers” under the Securities Act.

In the future, Masterworks may disseminate advertisements on mediums, such as television, radio, or direct mail, that may not satisfy traditional offering circular delivery requirements under the Securities Act and may relate to advisory services or financial products sold pursuant to exemptions that do not require delivery of an offering circular. However, if any such advertisements are deemed to be “offers” of securities in this Regulation A offering, such communications could violate the securities laws and could result in fines, penalties and or other remedial actions. This could adversely affect our business and results of operations, and we may be forced to terminate series offerings or sell the Artwork of each affected series. In addition, Masterworks may need to discontinue or suspend certain types of advertisements, which would likely be harmful to its business and may have a material adverse effect on the Company and Class A shareholders.

There is a risk that persons who receive Class A shares offered hereby are not “qualified purchasers” as defined in Regulation A under the Securities Act, which may have adverse effects on the Company’s ability to effectuate the Offering and the Restructuring Transactions as contemplated.

To complete the Offering in accordance with Regulation A the Company has an affirmative obligation to comply with the conditions of Regulation A, including the requirement that the Class A shares of each series be offered and sold only to “qualified purchasers.”

The Company does not intend to obtain new representations from investors in each Target Issuer that they are an “accredited investor” or “qualified purchaser”, but rather, intends to rely on “qualified purchaser” representations previously made by all persons to whom the Offering is directed which will be assigned to the Company and information already in its possession, including information collected directly from investors in Target Issuers. Further, there is no cash consideration involved in the Offering and the Offering, viewed in conjunction with the Restructuring Transactions, involves no change in economic value with respect to any shareholder’s existing investment. Such approach has not been endorsed by the SEC or other regulatory or judicial authority and there is a risk they would disagree with the Company’s position.

There is a risk that not all participants in the Offering are “qualified purchasers”. The Company’s failure to address this risk could result in a determination that the exemption from the registration requirements of the Securities Act of 1933 afforded by Regulation A is inapplicable to the Offering, which could result in a violation of applicable securities laws. In such event, the Company may be unable to consummate the Offering, may seek to consummate the offering through an alternative transaction structure and or may be required to take remedial action, which may include abandoning, reversing or rescinding the transactions contemplated by this offering statement.

DILUTION

No dilution will occur as a result of the Restructuring Transactions or the Offering. However, Masterworks will receive securities exchangeable for Class A shares following the completion of the Offering in accordance with the Target Issuer Agreements. Such dilution is described in each offering circular of the Target Issuers, which is incorporated by reference herein. See “Incorporation of Certain Information by Reference.”

PLAN OF DISTRIBUTION

The Class A shares of each series are being offered in respect of the Merger Consideration in connection with the Restructuring Transactions, such that all of the assets, rights and obligations of each Target Issuer are transferred into a separate series of the Company. The Offering will only be available to existing members of the Target Issuers and no action is required on the part of the existing members of the Target Issuers in connection with this Offering.

Masterworks, and not the Company or any series, will pay all of the expenses incurred in connection with the Offering and the Restructuring Transactions and neither the Company nor any series will receive any cash consideration from the Offering. The Offering is not being conducted through underwriters and neither Masterworks, LLC nor any other affiliated entity involved in the Offering is currently a member firm of FINRA.

Following the consummation of the Offering, the Class A shares will be distributed to members of the Target Issuers automatically through the Masterworks Platform and all records will be updated by the Target Issuers, the Company and the transfer agent as promptly as possible. The Administrator intends to notify all existing members of the Target Issuers of the Restructuring Transactions prior to the consummation of this Offering by electronic communications or via the Masterworks Platform.

Transfer Agent and Registrar

The transfer agent and registrar for the Class A shares of each series is Equity Stock Transfer, LLC. The transfer agent’s address is 237 West 37th Street, Suite 602, New York, New York 10018. The transfer agent’s telephone number is 212-575-5757. We intend to avoid registration of the Class A shares of each series under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and may avail ourselves of the conditional limitation on shares “held of record” contained in Rule 12g5-1(a)(7) of the Exchange Act. In connection with any shareholder distributions upon a sale of an Artwork of a series, we may also engage Equity Stock Transfer, LLP as paying agent in accordance with the terms of our operating agreement.

Book-Entry Records of Class A shares

Following the Offering and the Restructuring Transactions, share registers will be updated by the transfer agent to reflect the membership of each series, which shall be identical to the share registry of each Target Issuer prior to giving effect to the Offering and the Restructuring Transactions. Ownership of the Class A shares will be represented in “book-entry” only form directly in the name of the respective owner of the Class A shares and shall be recorded by the Company and no physical certificates shall be issued, nor received, by the Company or any other person. The Company or Masterworks shall send out email confirmations of positions and notifications of changes “from” us upon each and every event affecting any person’s ownership interest.

Investment Amount Limitations

As a result of the Restructuring Transactions, each series of the Company has been assigned Target Issuer shareholder representations contained in subscription agreements and secondary transaction agreements that the shareholders of the Target Issuers are each a “qualified purchaser” (as defined in Regulation A under the Securities Act).

As a Tier 2, Regulation A offering, investors must either comply with the 10% limitation on investment or be an “Accredited Investor,” as defined under Rule 501 of Regulation D. If you meet one of the following tests you should qualify as an Accredited Investor:

Offering Period and Expiration Date

We reserve the right to terminate this Offering for any reason at any time prior to the closing. We will close the entire Offering at one time. This Offering will commence and conclude within 48 hours of qualification by the SEC.

Masterworks Platform

We plan to use the Masterworks Platform website at https://www.masterworks.com/ to provide notification about the Offering and the Restructuring Transactions. This offering circular as well as amendments to this offering circular after it has been publicly filed and prior to qualification by the SEC will be furnished to prospective investors for their review on the website as well.

USE OF PROCEEDS TO ISSUER

We expect to receive gross in-kind proceeds in connection with this Offering and the Restructuring Transactions valued at $70,686,610.50. Masterworks will pay all expenses of this offering, including fees and expenses associated with qualification of this Offering under Regulation A and all expenses of the Restructuring Transactions. Therefore, the gross proceeds received in connection with this Offering and the Restructuring Transactions will equal the net proceeds received in connection with this offering and the Restructuring Transactions. At the time of the closing of the Offering and the Restructuring Transactions, the same number and types of interests in each series as those in each Target Issuer will be issued and outstanding, each series will beneficially own its respective Artwork and the Company will have no indebtedness. See “Series Offering Table” for additional details on each series.

THE RESTRUCTURING TRANSACTIONS

The following is a description of the Restructuring Transactions, which you should read carefully along with the rest of this offering circular.

Overview

The purpose of the Restructuring Transactions is to reduce the number of Masterworks issuer entities through a series of transactions, including a business combination, whereby each Target Issuer will be “rolled up” into a newly formed separate series of the Company. The new series will have the same capitalization and share ownership as the Target Issuer and will beneficially own the same Artwork, with no other material assets or liabilities and substantially the same contractual rights and obligations, tax attributes and governance as the Target Issuer. As a result of the Restructuring Transactions, existing members of each Target Issuer will receive one Class A share in the new series in respect of each Class A share they hold in the Target Issuer with substantially the same voting and other rights as the Class A shares in the Target Issuer.

Prior to the qualification of this offering circular, the Company will convert to a Texas series limited liability company pursuant to Section 10 of the TBOC and will form two protected series in Texas in respect of each Target Issuer.

The Restructuring Transactions will comprise the following transactions which are expected to occur substantially concurrently following the qualification of the offering statement of which this offering circular forms an integral part:

Detailed Restructuring Steps

Series Formation. To execute the Restructuring Transactions, prior to the qualification of this Offering Statement the Company will convert to a Texas series limited liability company pursuant to Section 10 of the TBOC and will form two protected series (the “Merger Series” and the “surviving series”) in respect of each Target Issuer, or 74 series in the aggregate. Upon formation, Masterworks will be the sole member of each Merger Series and each surviving series in respect of a $100 capital contribution to each such series, provided that such membership and membership contribution shall be redeemed automatically in connection with the Restructuring Transactions for the full amount of such capital contributions, such that following the Restructuring Transactions each series will have the same amount of cash as the applicable Target Issuer had immediately prior to the Restructuring Transactions and Masterworks will have the same ownership interest of each series as it had in each Target Issuer immediately prior to the Restructuring Transactions. The following table lists the name of each Target Issuer and each series of the Company prior to giving effect to the Restructuring Transactions, the number of Class A ordinary shares offered in the Offering, which is equal to the number of Class A ordinary shares sold by the applicable Target Issuer in its initial Regulation A Offering, and the number of Class A shares of the Target Issuer issued in respect of Management Fee Shares (including Class A shares originally issued to the Administrator which have been sold or transferred prior to the Restructuring Transactions), which will be issued by the applicable series privately in connection with the Restructuring Transactions.