UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~Pursuant~~ ~~to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~earliest event reported):~~the ~~April~~Securities 7,Exchange ~~2021~~Act ~~(April~~of 1,1934 ~~2021)~~

~~TERRA SECURED~~Date ~~INCOME~~of ~~FUND 5, LLC~~ Report (~~Exact~~Date ~~Name~~ of ~~Registrant~~Earliest asEvent ~~Specified~~Reported): June in27, ~~Its~~2023 ~~Charter)~~

~~Delaware~~TERRA ~~(State~~SECURED orINCOME ~~other~~FUND ~~jurisdiction~~5, ofLLC ~~incorporation) 000-55780 (Commission File Number) 90-0967526 (I.R.S. Employer Identification No.)~~

~~550~~(Exact ~~Fifth~~name ~~Avenue,~~of ~~6th~~registrant ~~Floor~~as specified in its charter)

New York, New York 10036 (Address of principal executive offices, including zip code)

Delaware		000-55780		90-0967526
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

~~(212) 753-5100 (Registrant's~~205 ~~telephone~~West ~~number,~~28th ~~including area code)~~Street, 12th Floor

~~N/A (Former~~New ~~name~~York New ~~or former address, if changed since last report)~~York 10001

(Address of principal executive offices, including zip code)

(212) 753-5100

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Item 87.01. ~~Other~~Regulation ~~Events~~FD Disclosure.

~~On April 1, 2021, MAVIK Capital Management, LP (“MAVIK”), an entity controlled by Vikram S. Uppal, the Chief Executive Officer of~~ Terra ~~Property~~ ~~Trust, Inc. (“Terra Property Trust”), the indirect subsidiary through which Terra~~ Secured Income Fund 5, LLC (the “Company”) ~~conducts~~makes substantially all of its ~~business~~investments, ~~completed~~and aconducts ~~series~~substantially all of ~~related~~its ~~transactions~~real ~~that resulted in all~~estate oflending ~~the outstanding interests in Terra Capital Partners~~business, ~~LLC~~through ~~(“TCP”), the parent company of~~ Terra Property Trust~~’s external manager~~, ~~Terra REIT Advisors~~Inc., ~~LLC (the “Manager”), being acquired by MAVIK for~~ a ~~combination~~Maryland ofcorporation ~~cash and interests in MAVIK~~ (~~the~~ “~~Recapitalization~~TPT”). As ~~part~~On ofJune ~~the~~28, ~~Recapitalization~~2023, aTPT ~~private~~announced ~~fund~~it ~~managed by a division of a publicly-traded~~entered ~~alternative~~into ~~asset~~an ~~manager~~Agreement ~~with~~and ~~more~~Plan ~~than $500 billion in assets under management, acquired a passive interest consisting~~ of ~~“non-voting securities~~Merger,” dated as ~~that term is defined under the Investment Company Act~~ of ~~1940,~~June ~~as amended~~27, in2023 ~~MAVIK. No amendments or other modifications were made to~~ (the ~~Amended~~“Merger ~~and Restated Management~~ Agreement”), ~~dated~~with ~~February~~Western 8,Asset ~~2018~~Mortgage Capital Corporation, ~~between~~a ~~Terra~~Delaware ~~Property~~corporation ~~Trust and the Manager~~ (~~the~~ “~~Management Agreement~~WMC”). inPursuant ~~connection~~to, ~~with the Recapitalization~~ and ~~indirect~~subject ~~change~~to ofthe ~~control~~terms ofand ~~the~~conditions ~~Manager~~set ~~resulting~~forth ~~therefrom~~in, ~~and~~ the ~~Manager~~Merger Agreement, ~~and~~a ~~its~~wholly ~~personnel~~owned ~~continue~~subsidiary toof ~~serve~~WMC aswill ~~the~~merge ~~external~~with ~~manager~~and ofinto ~~Terra~~TPT ~~Property~~with ~~Trust~~TPT ~~pursuant~~surviving to (the ~~terms of the Management Agreement~~“Merger”).

~~SIGNATURE~~On the same day, TPT and WMC issued a joint press release announcing the execution of the Merger Agreement and TPT made available an investor presentation in connection with the proposed Merger. A copy of the Merger Agreement is attached as Exhibit 99.1, a copy of the joint press release is attached as Exhibit 99.2 and a copy of the investor presentation is attached as Exhibit 99.3 to this Current Report on Form 8-K and are incorporated herein by reference.

~~Pursuant~~The information in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3) shall not be deemed to be “filed” for the purposes of ~~requirements~~Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability ~~registrant~~of ~~has~~such ~~duly~~section, ~~caused~~nor ~~this~~shall ~~report~~such toinformation be ~~signed~~deemed onincorporated ~~its~~by reference in any filing under the Securities Act of ~~behalf~~1933, byas amended (the ~~undersigned~~“Securities inAct”) or the ~~capacities~~Exchange indicated*Act, ~~hereunto~~regardless ~~duly~~of ~~authorized~~the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

	TERRA SECURED INCOME FUND 5, LLC
Date: April 7, 2021	By:	/s/ Gregory M. Pinkus
		Name:	Gregory M. Pinkus
		Title:	Chief Financial Officer and Chief Operating Officer

Item 9.01. Financial Statements and Exhibits.

* The registrant is a limited liability company managed by Terra Fund Advisors, LLC, its sole and managing member and the signatory is signing in his capacity as an officer of Terra Fund Advisors, LLC.

Exhibit Number		Description
99.1		Agreement and Plan of Merger, dated June 27, 2023, by and among Western Asset Mortgage Capital Corporation, Maverick Merger Sub, LLC, and Terra Property Trust, Inc. (incorporated by reference to Exhibit 2.1 to Terra Property Trust, Inc.’s Current Report on Form 8-K filed with the SEC on June 30, 2023).

99.2		Joint Press Release dated June 28, 2023 (incorporated by reference to Exhibit 99.1 to Terra Property Trust, Inc.’s Current Report on Form 8-K filed with the SEC on June 28, 2023).

99.3		Investor Presentation dated June 28, 2023 (incorporated by reference to Exhibit 99.2 to Terra Property Trust, Inc.’s Current Report on Form 8-K filed with the SEC on June 28, 2023).

104.1		Cover Page Interactive Data File (embedded within the Inline XBRL document).

ADDITIONAL INFORMATION ABOUT THE MERGER

In connection with the proposed Merger, WMC expects to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”) that contains a prospectus of WMC that will also include a joint proxy statement of WMC and TPT (the “joint proxy statement/prospectus”). The joint proxy statement/prospectus will contain important information about WMC, TPT, the proposed Merger and related matters. WMC and TPT also expect to file with the SEC other documents regarding the Merger. STOCKHOLDERS OF TPT AND WMC ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED BY WMC AND TPT WITH THE SEC, AS WELL AS ANY AMENDMENTS AND SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY IF AND WHEN THEY BECOME AVAILABLE, BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT WMC, TPT AND THE PROPOSED MERGER AND RELATED MATTERS. Stockholders of TPT and WMC may obtain free copies of the Registration Statement, the joint proxy statement/prospectus and all other documents filed or that will be filed by TPT or WMC with the SEC (if and when they become available) through the website maintained by the SEC at http://www.sec.gov. Copies of documents filed with the SEC by TPT will be made available free of charge on TPT’s website at https://www.terrapropertytrust.com, or by directing a request to its Investor Relations at (212) 257-4666; email: ir@mavikcapital.com. Copies of documents filed with the SEC by WMC will be made available free of charge on WMC’s website at http://www.westernassetmcc.com, or by directing a request to its Investor Relations, Attention: Larry Clark at (310) 622-8223; email: lclark@finprofiles.com.

This communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned in the capacities indicated* hereunto duly authorized.

	TERRA SECURED INCOME FUND 5, LLC

Date: July 3, 2023	By:	/s/ Gregory Pinkus
	Name:	Gregory Pinkus
	Title:	Chief Financial Officer

* The registrant is a limited liability company managed by Terra Fund Advisors, LLC, its sole and managing member, and the signatory is signing in his capacity as an officer of Terra Fund Advisors, LLC.

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