Masterworks 031 1-A/A Offering $1.11M in Equity

As filed with the Securities and Exchange Commission on December 17, 2020

File No. 024-11357

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-A

(Amendment No. 2)

REGULATION A OFFERING CIRCULAR

UNDER THE SECURITIES ACT OF 1933

MASTERWORKS 031, LLC

(Exact name of issuer as specified in its charter)

Delaware

(State of other jurisdiction of incorporation or organization)

497 Broome Street

New York, New York 10013

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 031, LLC

497 Broome Street

New York, New York 10013

Phone: (203) 518-5172

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

including area code, of agent for service)

Copy to:

Laura Anthony, Esq.

Craig D. Linder, Esq.

Anthony L.G., PLLC

625 N. Flagler Drive, Suite 600

West Palm Beach, FL 33401

Phone: (561) 514-0936

Fax: (561) 514-0832

7380	85-2668699
(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

EXPLANATORY NOTE

This Amendment No. 2 (“Amendment No. 2”) to the offering statement on Form 1-A (the “Form 1-A”) of Masterworks 031, LLC (the “Company”) has been filed pursuant to Rule 252(f)(1)(iii) promulgated under the Securities Act of 1933, as amended, for the purpose of filing Exhibit 6.3. No other changes have been made to the Company’s offering statement on Form 1-A, as amended, including to Part I or Part II of Form 1-A since the filing of Amendment No. 1 to the offering statement on Form 1-A on December 11, 2020.

PART III – EXHIBITS

Index to Exhibits

Exhibit
No.	Exhibit Description
1.1	Form of Engagement Letter (IndeBrokers).*
2.1	Certificate of Formation of Masterworks 031, LLC filed with Delaware Secretary of State on August 12, 2020.*
2.2	Form of Amended and Restated Operating Agreement of Masterworks 031, LLC.*
4.1	Form of Subscription Agreement for Regulation A Offering.*
6.1	Form of Administrative Services Agreement.*
6.2	Form of Intercompany Agreement.*
6.3	Form of Art Purchase Agreement.**
10.1	Power of attorney.*
11.1	Consent of ANTHONY L.G., PLLC (included in Exhibit 12.1).**
12.1	Opinion of ANTHONY L.G., PLLC.**
13.1	Testing the Waters materials.*

* Previously Filed

** Filed herewith

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SIGNATURES

Pursuant to the requirements of Regulation A, the registrant has duly caused this Amendment No. 2 to Form 1-A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 17, 2020.

Masterworks 031, LLC
By:	/s/ Joshua B. Goldstein
	Joshua B. Goldstein
	General Counsel and Secretary

Pursuant to the requirements of Regulation A, this Amendment No. 2 to Form 1-A has been signed by the following persons in the capacities indicated on December 17, 2020.

Name	Title
*	Chief Executive Officer of Masterworks 031, LLC
Nigel S. Glenday	(Principal Executive Officer)
*	Chief Financial Officer and Member of the Board of Managers of Masterworks 031, LLC
Nigel S. Glenday	(Principal Financial Officer and Principal Accounting Officer)
/s/ Joshua B. Goldstein	General Counsel,
Joshua B. Goldstein	Secretary and Member of the Board of Managers of Masterworks 031, LLC
*	Member of Board of Managers;
Eli D. Broverman	Independent Manager of Masterworks 031, LLC

* By:	/s/ Joshua B. Goldstein
	Joshua B. Goldstein
	Attorney-in-fact

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