OZ Pengajuan SEC - Belpointe PREP, LLC- Laporan Tahunan, Pernyataan Kuasa, Prospektus

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SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Belpointe PREP, LLC

SEC Filings (Chronological Order)

Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.

August 29, 2025	424B3	Belpointe PREP, LLC Up to $750,000,000 of Class A units Filed Pursuant to Rule 424(b)(3) Registration No. 333-271262 PROSPECTUS SUPPLEMENT No. 13 (to Prospectus dated May 11, 2023) Belpointe PREP, LLC Up to $750,000,000 of Class A units This prospectus supplement (this “Supplement”) updates and supplements the prospectus dated May 12, 2023 (the “Prospectus”), as supplemented by Supplement No. 1, dated May 18, 2023, Supplement No. 2, dated June 6, 2023,
August 5, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40911 Belpointe
July 28, 2025	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)
June 30, 2025	8-K	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 of Report (Date of earliest event reported): June 30, 2025 (June 24, 2025) Bel 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 of Report (Date of earliest event reported): June 30, 2025 (June 24, 2025) Belpointe PREP, LLC (Exact name of registrant as specified in its charter) Delaware 001-40911 84-4412083 (State or other jurisdiction (Commission (IRS Em
May 30, 2025	424B3	Belpointe PREP, LLC Up to $750,000,000 of Class A units Filed Pursuant to Rule 424(b)(3) Registration No. 333-271262 PROSPECTUS SUPPLEMENT No. 12 (to Prospectus dated May 11, 2023) Belpointe PREP, LLC Up to $750,000,000 of Class A units This prospectus supplement (this “Supplement”) updates and supplements the prospectus dated May 12, 2023 (the “Prospectus”), as supplemented by Supplement No. 1, dated May 18, 2023, Supplement No. 2, dated June 6, 2023,
May 15, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40911 Belpointe
April 17, 2025	EX-16.1	Letter of Citrin Cooperman & Company, LLP, dated April 17, 2025. Exhibit 16.1 April 17, 2025 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated April 17, 2025, of Belpointe PREP, LLC and are in agreement with the statements contained therein with respect to our firm. We have no basis to agree or disagree with other statements of the registrant contained therein. Very t
April 17, 2025	EX-16.2	Letter of CohnReznick LLP, dated as April 17, 2025. Exhibit 16.2 April 17, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated April 17, 2025, of Belpointe PREP, LLC and are in agreement with the statements contained in paragraphs 5 and 6 therein about our Firm. We have no basis to agree or disagree with the statements in paragraphs 1, 2, 3, and 4 therein abo
April 17, 2025	8-K	Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits 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 of Report (Date of earliest event reported): April 17, 2025 (April 11, 2025) Belpointe PREP, LLC (Exact name of registrant as specified in its charter) Delaware 001-40911 84-4412083 (State or other jurisdiction of incorporation)
March 31, 2025	EX-97.1	Belpointe PREP, LLC Clawback Policy. Exhibit 97.1 BELPOINTE PREP, LLC CLAWBACK POLICY I. Introduction The Board of Directors (the “Board”) of Belpointe PREP, LLC (the “Company”) believes that it is in the best interests of the Company and its unitholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore a
March 31, 2025	EX-21	Subsidiaries of Registrant. EX-21 2 ex21.htm Exhibit 21 SUBSIDIARIES OF BELPOINTE PREP, LLC Subsidiary State of Incorporation 800 Davidson, LP Tennessee 900 Eighth, LP Tennessee 1000 Davidson, LP Tennessee 1130 Davidson, LP Tennessee 1400 Davidson, LP Tennessee Belpointe Investments, LLC Connecticut Belpointe PREP Acquisitions, LLC Connecticut Belpointe PREP Financing, LLC Connecticut Belpointe PREP OC, LLC Delaware Belpoint
March 31, 2025	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 001-40911 Belpointe PREP, LLC (Exact na
March 10, 2025	424B3	Belpointe PREP, LLC Up to $750,000,000 of Class A units Filed Pursuant to Rule 424(b)(3) Registration No. 333-255424 PROSPECTUS SUPPLEMENT No. 12 (to Prospectus dated October 10, 2021) Belpointe PREP, LLC Up to $750,000,000 of Class A units This prospectus supplement (this “Supplement”) updates and supplements the prospectus dated October 10, 2021 (the “Prospectus”), as supplemented by Supplement No. 1, dated April 3, 2023, Supplement No. 2, dated May
March 10, 2025	424B3	Belpointe PREP, LLC Up to $750,000,000 of Class A units Filed Pursuant to Rule 424(b)(3) Registration No. 333-271262 PROSPECTUS SUPPLEMENT No. 11 (to Prospectus dated May 11, 2023) Belpointe PREP, LLC Up to $750,000,000 of Class A units This prospectus supplement (this “Supplement”) updates and supplements the prospectus dated May 11, 2023 (the “Prospectus”), as supplemented by Supplement No. 1, dated May 18, 2023, Supplement No. 2, dated June 6, 2023,
February 14, 2025	424B3	EXPLANATORY NOTE Filed Pursuant to Rule 424(b)(3) Registration No. 333-271262 Amendment No. 1 PROSPECTUS SUPPLEMENT No. 10 (to Prospectus dated May 11, 2023) EXPLANATORY NOTE This Amendment No. 1 to prospectus supplement No. 10 (“Supplement No. 10”), filed November 29, 2025, is being filed to correct a scrivener’s error setting forth the date of the quarterly determination of net asset value per Class A unit. No o
February 3, 2025	EX-99.1	Belpointe OZ Regains Compliance with NYSE American Listing Standards Following Successful Completion of Annual Meeting Exhibit 99.1 Belpointe OZ Regains Compliance with NYSE American Listing Standards Following Successful Completion of Annual Meeting GREENWICH, Conn. – January 30, 2025 – Belpointe PREP, LLC (NYSE American: OZ) (“Belpointe OZ,” “we,” “us,” “our” or the “Company”) the first and only Qualified Opportunity Fund listed on a national securities exchange, today announced that we have received notice from
February 3, 2025	8-K	Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure 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 of Report (Date of earliest event reported): February 3, 2025 (January 6, 2025) Belpointe PREP, LLC (Exact name of registrant as specified in its charter) Delaware 001-40911 84-4412083 (State or other jurisdiction of incorporati
January 8, 2025	EX-99.1	Belpointe OZ Adjourns Annual Meeting to January 28, 2025 and Announces Notice of Noncompliance with NYSE American Continued Listing Standards Exhibit 99.1 Belpointe OZ Adjourns Annual Meeting to January 28, 2025 and Announces Notice of Noncompliance with NYSE American Continued Listing Standards GREENWICH, CONNECTICUT (January 8, 2025) – Belpointe PREP, LLC (NYSE American: OZ) (“Belpointe OZ,” “we,” “us,” “our” or the “Company”) today announced that its adjourned annual meeting (the “Annual Meeting”), has been rescheduled for Tuesday, J
January 8, 2025	8-K	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events, Financial Statements and Exhibits 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 of Report (Date of earliest event reported): January 8, 2025 (January 6, 2025) Belpointe PREP, LLC (Exact name of registrant as specified in its charter) Delaware 001-40911 84-4412083 (State or other jurisdiction (Commission (IR
December 31, 2024	8-K	Other Events, Financial Statements and Exhibits 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 of Report (Date of earliest event reported): December 31, 2024 (December 19, 2024) Belpointe PREP, LLC (Exact name of registrant as specified in its charter) Delaware 001-40911 84-4412083 (State or other jurisdiction (Commission
December 31, 2024	EX-99.1	Belpointe OZ Adjourns Annual Meeting to January 24, 2025 Exhibit 99.1 Belpointe OZ Adjourns Annual Meeting to January 24, 2025 GREENWICH, CT (December 31, 2024) – Belpointe PREP, LLC (NYSE American: OZ) (“Belpointe OZ,” “we,” “us,” “our,” or the “Company”), the first publicly traded qualified opportunity fund, today announced that its annual meeting of unitholders (the “Annual Meeting”), originally scheduled for Friday, December 19, 2024, at 12:00 p.m.
December 6, 2024	FWP	FWP
December 6, 2024	FWP	FWP
November 29, 2024	424B3	Belpointe PREP, LLC Up to $750,000,000 of Class A units Filed Pursuant to Rule 424(b)(3) Registration No. 333-271262 PROSPECTUS SUPPLEMENT No. 10 (to Prospectus dated May 11, 2023) Belpointe PREP, LLC Up to $750,000,000 of Class A units This prospectus supplement (this “Supplement”) updates and supplements the prospectus dated May 11, 2023 (the “Prospectus”), as supplemented by Supplement No. 1, dated May 18, 2023, Supplement No. 2, dated June 6, 2023,
November 29, 2024	424B3	Belpointe PREP, LLC Up to $750,000,000 of Class A units Filed Pursuant to Rule 424(b)(3) Registration No. 333-255424 PROSPECTUS SUPPLEMENT No. 11 (to Prospectus dated October 10, 2021) Belpointe PREP, LLC Up to $750,000,000 of Class A units This prospectus supplement (this “Supplement”) updates and supplements the prospectus dated October 10, 2021 (the “Prospectus”), as supplemented by Supplement No. 1, dated April 3, 2023, Supplement No. 2, dated May
November 25, 2024	FWP	FWP
November 25, 2024	FWP	FWP
November 22, 2024	FWP	FWP
November 22, 2024	FWP	FWP
November 22, 2024	FWP	FWP
November 22, 2024	FWP	FWP
November 22, 2024	FWP	FWP
November 22, 2024	FWP	FWP
November 14, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40911 Belpo
November 5, 2024	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi
November 5, 2024	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e
October 16, 2024	8-K	Other Events, Financial Statements and Exhibits 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 of Report (Date of earliest event reported): October 15, 2024 (October 14, 2024) Belpointe PREP, LLC (Exact name of registrant as specified in its charter) Delaware 001-40911 84-4412083 (State or other jurisdiction of incorporat
October 16, 2024	EX-99.1	Belpointe OZ Provides Initial Assessment on Hurricane Milton Impact Exhibit 99.1 Belpointe OZ Provides Initial Assessment on Hurricane Milton Impact GREENWICH, CONNECTICUT–October 14, 2024 Belpointe PREP, LLC (NYSE American: OZ) (“Belpointe OZ,” “we,” “us,” “our” or the “Company”), a publicly traded qualified opportunity fund, is pleased to report that Hurricane Milton inflicted no significant damage to our properties, Aster & Links, in Sarasota, Florida, and Viv,
September 20, 2024	EX-10.5	Promissory Note (Mezzanine Loan), dated as of January 31, 2024. Exhibit 10.5 PROMISSORY NOTE (MEZZANINE LOAN) $56,377,551.00 Effective as of January 31, 2024 FOR VALUE RECEIVED, BP MEZZ 1991 MAIN, LLC, a Delaware limited liability company (whether one or more, “Borrower”), hereby promises to pay to the order of SOUTHERN REALTY TRUST HOLDINGS LLC, a Delaware limited liability company, having an address at 525 Okeechobee Blvd., Suite 1650, West Palm Beach, Flori
September 20, 2024	10-Q/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0
September 20, 2024	EX-21	Subsidiaries of Registrant. Exhibit 21 SUBSIDIARIES OF BELPOINTE PREP, LLC Subsidiary State of Incorporation 800 Davidson, LP Tennessee 900 Eighth, LP Tennessee 1000 Davidson, LP Tennessee 1130 Davidson, LP Tennessee 1400 Davidson, LP Tennessee Belpointe Investments, LLC Connecticut Belpointe PREP Acquisitions, LLC Connecticut Belpointe PREP Financing, LLC Connecticut Belpointe PREP OC, LLC Delaware Belpointe PREP TN OC, LLC
September 20, 2024	10-Q/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00
September 20, 2024	EX-97.1	Belpointe PREP, LLC Clawback Policy. Exhibit 97.1 BELPOINTE PREP, LLC CLAWBACK POLICY I. Introduction The Board of Directors (the “Board”) of Belpointe PREP, LLC (the “Company”) believes that it is in the best interests of the Company and its unitholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore a
September 20, 2024	CORRESP	* * * September 20, 2024 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F. Street, N.E. Washington, D.C. 20549 RE: Belpointe PREP, LLC Form 10-K for the fiscal year ended December 31, 2023 Filed March 29, 2024 File No. 001-40911 Ladies and Gentlemen: On behalf of Belpointe PREP, LLC, a Delaware limited liability company (the “Co
September 20, 2024	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 001-40911 Belpointe P
September 9, 2024	FWP	Progress At The Brick And Mortar Level Getting Recognized Issuer Free Writing Prospectus dated September 9, 2024 Filed Pursuant to Rule 433 Registration Nos.
September 9, 2024	FWP	Progress At The Brick And Mortar Level Getting Recognized Issuer Free Writing Prospectus dated September 9, 2024 Filed Pursuant to Rule 433 Registration Nos.
August 30, 2024	424B3	Belpointe PREP, LLC Up to $750,000,000 of Class A units Filed Pursuant to Rule 424(b)(3) Registration No. 333-255424 PROSPECTUS SUPPLEMENT No. 10 (to Prospectus dated October 10, 2021) Belpointe PREP, LLC Up to $750,000,000 of Class A units This prospectus supplement (this “Supplement”) updates and supplements the prospectus dated October 10, 2021 (the “Prospectus”), as supplemented by Supplement No. 1, dated April 3, 2023, Supplement No. 2, dated May
August 30, 2024	424B3	Belpointe PREP, LLC Up to $750,000,000 of Class A units Filed Pursuant to Rule 424(b)(3) Registration No. 333-271262 PROSPECTUS SUPPLEMENT No. 9 (to Prospectus dated May 11, 2023) Belpointe PREP, LLC Up to $750,000,000 of Class A units This prospectus supplement (this “Supplement”) updates and supplements the prospectus dated May 11, 2023 (the “Prospectus”), as supplemented by Supplement No. 1, dated May 18, 2023, Supplement No. 2, dated June 6, 2023,
August 14, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40911 Belpointe
July 5, 2024	8-K	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 of Report (Date of earliest event reported): July 5, 2024 (June 28, 2024) Belp 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 of Report (Date of earliest event reported): July 5, 2024 (June 28, 2024) Belpointe PREP, LLC (Exact name of registrant as specified in its charter) Delaware 001-40911 84-4412083 (State or other jurisdiction of incorporation) (C
June 3, 2024	424B3	Belpointe PREP, LLC Up to $750,000,000 of Class A units Filed Pursuant to Rule 424(b)(3) Registration No. 333-255424 PROSPECTUS SUPPLEMENT No. 9 (to Prospectus dated October 10, 2021) Belpointe PREP, LLC Up to $750,000,000 of Class A units This prospectus supplement (this “Supplement”) updates and supplements the prospectus dated October 10, 2021 (the “Prospectus”), as supplemented by Supplement No. 1, dated April 3, 2023, Supplement No. 2, dated May 1
June 3, 2024	424B3	Belpointe PREP, LLC Up to $750,000,000 of Class A units Filed Pursuant to Rule 424(b)(3) Registration No. 333-271262 PROSPECTUS SUPPLEMENT No. 8 (to Prospectus dated May 11, 2023) Belpointe PREP, LLC Up to $750,000,000 of Class A units This prospectus supplement (this “Supplement”) updates and supplements the prospectus dated May 11, 2023 (the “Prospectus”), as supplemented by Supplement No. 1, dated May 18, 2023, Supplement No. 2, dated June 6, 2023,
May 14, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40911 Belpointe
March 29, 2024	EX-21	Subsidiaries of Registrant. Exhibit 21 SUBSIDIARIES OF BELPOINTE PREP, LLC Subsidiary State of Incorporation 800 Davidson, LP Tennessee 900 Eighth, LP Tennessee 1000 Davidson, LP Tennessee 1130 Davidson, LP Tennessee 1400 Davidson, LP Tennessee Belpointe Investments, LLC Connecticut Belpointe PREP Acquisitions, LLC Connecticut Belpointe PREP Financing, LLC Connecticut Belpointe PREP OC, LLC Delaware Belpointe PREP TN OC, LLC
March 29, 2024	EX-97.1	Belpointe PREP, LLC Clawback Policy. Exhibit 97.1 BELPOINTE PREP, LLC CLAWBACK POLICY I. Introduction The Board of Directors (the “Board”) of Belpointe PREP, LLC (the “Company”) believes that it is in the best interests of the Company and its unitholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore a
March 29, 2024	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 001-40911 Belpointe PREP, LLC (Exact na
March 29, 2024	EX-10.5	Promissory Note (Mezzanine Loan), dated as of January 31, 2024. Exhibit 10.5 PROMISSORY NOTE (MEZZANINE LOAN) $56,377,551.00 Effective as of January 31, 2024 FOR VALUE RECEIVED, BP MEZZ 1991 MAIN, LLC, a Delaware limited liability company (whether one or more, “Borrower”), hereby promises to pay to the order of SOUTHERN REALTY TRUST HOLDINGS LLC, a Delaware limited liability company, having an address at 525 Okeechobee Blvd., Suite 1650, West Palm Beach, Flori
February 29, 2024	424B3	Belpointe PREP, LLC Up to $750,000,000 of Class A units Filed Pursuant to Rule 424(b)(3) Registration No. 333-271262 PROSPECTUS SUPPLEMENT No. 7 (to Prospectus dated May 11, 2023) Belpointe PREP, LLC Up to $750,000,000 of Class A units This prospectus supplement (this “Supplement”) updates and supplements the prospectus dated May 11, 2023 (the “Prospectus”), as supplemented by Supplement No. 1, dated May 18, 2023, Supplement No. 2, dated June 6, 2023,
February 29, 2024	424B3	Belpointe PREP, LLC Up to $750,000,000 of Class A units Filed Pursuant to Rule 424(b)(3) Registration No. 333-255424 PROSPECTUS SUPPLEMENT No. 8 (to Prospectus dated October 10, 2021) Belpointe PREP, LLC Up to $750,000,000 of Class A units This prospectus supplement (this “Supplement”) updates and supplements the prospectus dated October 10, 2021 (the “Prospectus”), as supplemented by Supplement No. 1, dated April 3, 2023, Supplement No. 2, dated May 1
February 13, 2024	8-K	Entry into a Material Definitive Agreement 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 of Report (Date of earliest event reported): February 13, 2024 (January 31, 2024) Belpointe PREP, LLC (Exact name of registrant as specified in its charter) Delaware 001-40911 84-4412083 (State or other jurisdiction of incorpora
February 8, 2024	SC 13G/A	OZ / Belpointe PREP, LLC / Empirical Financial Services, LLC d.b.a. Empirical Wealth Management - EMPIRICAL FINANCIAL SERVICES Passive Investment SC 13G/A 1 oza220824.htm EMPIRICAL FINANCIAL SERVICES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Belpointe PREP, LLC (Name of Issuer) Class A Units (Title of Class of Securities) 080694102 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropria
November 29, 2023	FWP	Belpointe OZ Investor Update Presentation November 17, 2023 Issuer Free Writing Prospectus dated November 28, 2023 Filed Pursuant to Rule 433 Registration Nos.
November 29, 2023	FWP	Belpointe OZ Investor Update Presentation November 17, 2023 Issuer Free Writing Prospectus dated November 28, 2023 Filed Pursuant to Rule 433 Registration Nos.
November 20, 2023	8-K	Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits 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 of Report (Date of earliest event reported): November 17, 2023 Belpointe PREP, LLC (Exact name of registrant as specified in its charter) Delaware 001-40911 84-4412083 (State or other jurisdiction of incorporation) (Commission F
November 17, 2023	424B3	Belpointe PREP, LLC Up to $750,000,000 of Class A units Filed Pursuant to Rule 424(b)(3) Registration No. 333-271262 PROSPECTUS SUPPLEMENT No. 4 (to Prospectus dated May 11, 2023) Belpointe PREP, LLC Up to $750,000,000 of Class A units This prospectus supplement (this “Supplement”) updates and supplements the prospectus dated May 11, 2023 (the “Prospectus”), as supplemented by Supplement No. 1, dated May 18, 2023, Supplement No. 2, dated June 6, 2023,
November 17, 2023	424B3	Belpointe PREP, LLC Up to $750,000,000 of Class A units Filed Pursuant to Rule 424(b)(3) Registration No. 333-255424 PROSPECTUS SUPPLEMENT No. 5 (to Prospectus dated October 10, 2021) Belpointe PREP, LLC Up to $750,000,000 of Class A units This prospectus supplement (this “Supplement”) updates and supplements the prospectus dated October 10, 2021 (the “Prospectus”), as supplemented by Supplement No. 1, dated April 3, 2023, Supplement No. 2, dated May 1
November 17, 2023	424B3	Belpointe PREP, LLC Up to $750,000,000 of Class A units Filed Pursuant to Rule 424(b)(3) Registration No. 333-255424 PROSPECTUS SUPPLEMENT No. 6 (to Prospectus dated October 10, 2021) Belpointe PREP, LLC Up to $750,000,000 of Class A units This prospectus supplement updates and supplements the prospectus dated October 10, 2021 (the “Prospectus”), which forms a part of our registration statement on Form S-11 (No. 333-255424). This prospectus supplement
November 17, 2023	424B3	Belpointe PREP, LLC Up to $750,000,000 of Class A units Filed Pursuant to Rule 424(b)(3) Registration No. 333-271262 PROSPECTUS SUPPLEMENT No. 5 (to Prospectus dated May 11, 2023) Belpointe PREP, LLC Up to $750,000,000 of Class A units This prospectus supplement updates and supplements the prospectus dated May 11, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-11 (No. 333-271262). This prospectus supplement is being
November 14, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40911 Belpo
October 25, 2023	8-K	Regulation FD Disclosure, Financial Statements and Exhibits 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 of Report (Date of earliest event reported): October 24, 2023 (October 19, 2023) Belpointe PREP, LLC (Exact name of registrant as specified in its charter) Delaware 001-40911 84-4412083 (State or other jurisdiction (Commission (
October 25, 2023	EX-99.1	Belpointe OZ Addresses Recent Market Volatility and Class A Unit Price Exhibit 99.1 FOR IMMEDIATE RELEASE Belpointe OZ Addresses Recent Market Volatility and Class A Unit Price Greenwich, CT - October 19, 2023 - Belpointe PREP, LLC (NYSE American: OZ) (“Belpointe OZ” or “the Company”), the first publicly traded Qualified Opportunity Fund, is issuing this press release to address the recent market volatility in its Class A units and the unit price decline. Management
October 5, 2023	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e
October 5, 2023	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ D
September 6, 2023	FWP	Consider Sheltering AI Profits in a QOF like Belpointe OZ Issuer Free Writing Prospectus dated September 5, 2023 Filed Pursuant to Rule 433 Registration Nos.
September 6, 2023	FWP	Consider Sheltering AI Profits in a QOF like Belpointe OZ Issuer Free Writing Prospectus dated September 5, 2023 Filed Pursuant to Rule 433 Registration Nos.
September 1, 2023	424B3	Belpointe PREP, LLC Up to $750,000,000 of Class A units Filed Pursuant to Rule 424(b)(3) Registration No. 333-255424 PROSPECTUS SUPPLEMENT No. 4 (to Prospectus dated October 10, 2021) Belpointe PREP, LLC Up to $750,000,000 of Class A units This prospectus supplement (this “Supplement”) updates and supplements the prospectus dated October 10, 2021 (the “Prospectus”), as supplemented by Supplement No. 1, dated April 3, 2023, Supplement No. 2, dated May 1
September 1, 2023	424B3	Belpointe PREP, LLC Up to $750,000,000 of Class A units Filed Pursuant to Rule 424(b)(3) Registration No. 333-271262 PROSPECTUS SUPPLEMENT No. 3 (to Prospectus dated May 11, 2023) Belpointe PREP, LLC Up to $750,000,000 of Class A units This prospectus supplement (this “Supplement”) updates and supplements the prospectus dated May 11, 2023 (the “Prospectus”), as supplemented by Supplement No. 1, dated May 18, 2023, and Supplement No.2 dated June 6, 2023
August 25, 2023	424B3	Belpointe PREP, LLC Up to $750,000,000 of Class A units Filed Pursuant to Rule 424(b)(3) Registration No. 333-271262 PROSPECTUS SUPPLEMENT No. 3 (to Prospectus dated May 11, 2023) Belpointe PREP, LLC Up to $750,000,000 of Class A units This prospectus supplement updates and supplements the prospectus dated May 11, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-11 (No. 333-271262). This prospectus supplement is being
August 25, 2023	424B3	Belpointe PREP, LLC Up to $750,000,000 of Class A units Filed Pursuant to Rule 424(b)(3) Registration No. 333-255424 PROSPECTUS SUPPLEMENT No. 3 (to Prospectus dated May 11, 2023) Belpointe PREP, LLC Up to $750,000,000 of Class A units This prospectus supplement updates and supplements the prospectus dated May 11, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-11 (No. 333-255424). This prospectus supplement is being
August 14, 2023	FWP	Recent Highlights (as of July 2023) 1000 First Avenue North, St. Petersburg, Florida Issuer Free Writing Prospectus dated August 9, 2023 Filed Pursuant to Rule 433 Registration Nos.
August 14, 2023	FWP	Recent Highlights (as of July 2023) 1000 First Avenue North, St. Petersburg, Florida Issuer Free Writing Prospectus dated August 9, 2023 Filed Pursuant to Rule 433 Registration Nos.
August 14, 2023	FWP	OZ Funds May Be An Ideal Tax Shelter For AI Investors Issuer Free Writing Prospectus dated August 9, 2023 Filed Pursuant to Rule 433 Registration Nos.
August 14, 2023	FWP	Investors Rebalancing in Magnificent Seven Stocks As Bond Yields Rise Issuer Free Writing Prospectus dated August 9, 2023 Filed Pursuant to Rule 433 Registration Nos.
August 14, 2023	FWP	Recent Highlights (as of July 2023) 1991 Main Street, Sarasota, Florida Issuer Free Writing Prospectus dated August 9, 2023 Filed Pursuant to Rule 433 Registration Nos.
August 14, 2023	FWP	Recent Highlights (as of July 2023) 1991 Main Street, Sarasota, Florida Issuer Free Writing Prospectus dated August 9, 2023 Filed Pursuant to Rule 433 Registration Nos.
August 14, 2023	FWP	Investors Rebalancing in Magnificent Seven Stocks As Bond Yields Rise Issuer Free Writing Prospectus dated August 9, 2023 Filed Pursuant to Rule 433 Registration Nos.
August 14, 2023	FWP	OZ Funds May Be An Ideal Tax Shelter For AI Investors Issuer Free Writing Prospectus dated August 9, 2023 Filed Pursuant to Rule 433 Registration Nos.
August 11, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-40911 Belpointe P
July 11, 2023	FWP	Remote Work Competes with College City For Housing Issuer Free Writing Prospectus dated July 11, 2023 Filed Pursuant to Rule 433 Registration Nos.
July 11, 2023	FWP	Remote Work Competes with College City For Housing Issuer Free Writing Prospectus dated July 11, 2023 Filed Pursuant to Rule 433 Registration Nos.
July 5, 2023	FWP	Belpointe OZ Building Class-A Full-Featured Apartments Issuer Free Writing Prospectus dated July 5, 2023 Filed Pursuant to Rule 433 Registration Nos.
July 5, 2023	FWP	Belpointe OZ Building Class-A Full-Featured Apartments Issuer Free Writing Prospectus dated July 5, 2023 Filed Pursuant to Rule 433 Registration Nos.
June 27, 2023	FWP	Properties Underway In Sarasota and St. Petersburg, Florida Issuer Free Writing Prospectus dated June 27, 2023 Filed Pursuant to Rule 433 Registration Nos.
June 27, 2023	FWP	Properties Underway In Sarasota and St. Petersburg, Florida Issuer Free Writing Prospectus dated June 27, 2023 Filed Pursuant to Rule 433 Registration Nos.
June 20, 2023	FWP	New Luxury Apartment Complex Situated In Downtown Sweet Spot Issuer Free Writing Prospectus dated June 20, 2023 Filed Pursuant to Rule 433 Registration Nos.
June 20, 2023	8-K	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 of Report (Date of earliest event reported): June 15, 2023 Belpointe PREP, LLC 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 of Report (Date of earliest event reported): June 15, 2023 Belpointe PREP, LLC (Exact name of registrant as specified in its charter) Delaware 001-40911 84-4412083 (State or other jurisdiction of incorporation) (Commission File
June 20, 2023	EX-99.1	Belpointe OZ Breaks Ground on 269 Unit Development in St. Petersburg, Florida Exhibit 99.1 Belpointe OZ Breaks Ground on 269 Unit Development in St. Petersburg, Florida Greenwich, CT, June 15, 2023 – Belpointe PREP, LLC (NYSE American: OZ) (“Belpointe OZ” or “we,” “us” or “our”), the first publicly traded qualified opportunity fund, today announced that construction is underway on a brand new 269-unit development located at 902-1020 First Avenue North in St. Petersburg, Flo
June 20, 2023	FWP	New Luxury Apartment Complex Situated In Downtown Sweet Spot Issuer Free Writing Prospectus dated June 20, 2023 Filed Pursuant to Rule 433 Registration Nos.
June 12, 2023	FWP	Secured Financing Boosts Future Prospects In Sarasota Issuer Free Writing Prospectus dated June 12, 2023 Filed Pursuant to Rule 433 Registration Nos.
June 12, 2023	FWP	Secured Financing Boosts Future Prospects In Sarasota Issuer Free Writing Prospectus dated June 12, 2023 Filed Pursuant to Rule 433 Registration Nos.
June 6, 2023	FWP	Narrator: Instead of merely making money. Narrator: Why not consider building money? Narrator: Belpointe OZ the first publicly traded Opportunity Zone Fund Narrator: Our unique fund targets taxed advantage real estate investments designed to defer an Issuer Free Writing Prospectus dated June 5, 2023 Filed Pursuant to Rule 433 Registration Nos.
June 6, 2023	FWP	Narrator: Instead of merely making money. Narrator: Why not consider building money? Narrator: Belpointe OZ the first publicly traded Opportunity Zone Fund Narrator: Our unique fund targets taxed advantage real estate investments designed to defer an Issuer Free Writing Prospectus dated June 5, 2023 Filed Pursuant to Rule 433 Registration Nos.
June 6, 2023	FWP	Sarasota and St. Petersburg Hold Great Promise For Profits Issuer Free Writing Prospectus dated June 5, 2023 Filed Pursuant to Rule 433 Registration Nos.
June 6, 2023	424B3	Belpointe PREP, LLC Up to $750,000,000 of Class A units Filed Pursuant to Rule 424(b)(3) Registration No. 333-271262 PROSPECTUS SUPPLEMENT No. 2 (to Prospectus dated May 11, 2023) Belpointe PREP, LLC Up to $750,000,000 of Class A units This prospectus supplement (this “Supplement”) updates and supplements the prospectus dated May 11, 2023 (the “Prospectus”), as supplemented by Supplement No. 1, dated May 18, 2023, which forms a part of our registration
June 6, 2023	424B3	Belpointe PREP, LLC Up to $750,000,000 of Class A units Filed Pursuant to Rule 424(b)(3) Registration No. 333-255424 PROSPECTUS SUPPLEMENT No. 3 (to Prospectus dated October 10, 2021) Belpointe PREP, LLC Up to $750,000,000 of Class A units This prospectus supplement (this “Supplement”) updates and supplements the prospectus dated October 10, 2021 (the “Prospectus”), as supplemented by Supplement No. 1, dated April 3, 2023, and Supplement No. 2, dated M
June 6, 2023	FWP	Narrator: Have you sold or are thinking about selling real estate? Narrator: Do you want to avoid capital gains taxes and grow your money tax free? Narrator: A 1031 exchange is not your only option. Narrator: Eliminate the headaches of a 1031 exchang Issuer Free Writing Prospectus dated June 5, 2023 Filed Pursuant to Rule 433 Registration Nos.
June 6, 2023	FWP	Narrator: Have you sold or are thinking about selling real estate? Narrator: Do you want to avoid capital gains taxes and grow your money tax free? Narrator: A 1031 exchange is not your only option. Narrator: Eliminate the headaches of a 1031 exchang Issuer Free Writing Prospectus dated June 5, 2023 Filed Pursuant to Rule 433 Registration Nos.
June 6, 2023	FWP	Sarasota and St. Petersburg Hold Great Promise For Profits Issuer Free Writing Prospectus dated June 5, 2023 Filed Pursuant to Rule 433 Registration Nos.
May 31, 2023	8-K	Other Events 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 of Report (Date of earliest event reported): May 30, 2023 Belpointe PREP, LLC (Exact name of registrant as specified in its charter) Delaware 001-40911 84-4412083 (State or other jurisdiction of incorporation) (Commission File N
May 19, 2023	FWP	Issuer Free Writing Prospectus dated December 27, 2022 Issuer Free Writing Prospectus dated December 27, 2022 Filed Pursuant to Rule 433 Registration Nos.
May 19, 2023	FWP	Issuer Free Writing Prospectus dated December 27, 2022 Issuer Free Writing Prospectus dated December 27, 2022 Filed Pursuant to Rule 433 Registration Nos.
May 18, 2023	424B3	Belpointe PREP, LLC Up to $750,000,000 of Class A units Filed Pursuant to Rule 424(b)(3) Registration No. 333-255424 PROSPECTUS SUPPLEMENT No. 2 (to Prospectus dated October 10, 2021) Belpointe PREP, LLC Up to $750,000,000 of Class A units This prospectus supplement updates and supplements the prospectus dated May 11, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-11 (No. 333-255424). This prospectus supplement is b
May 18, 2023	424B3	Belpointe PREP, LLC Up to $750,000,000 of Class A units Filed Pursuant to Rule 424(b)(3) Registration No. 333-271262 PROSPECTUS SUPPLEMENT No. 1 (to Prospectus dated May 11, 2023) Belpointe PREP, LLC Up to $750,000,000 of Class A units This prospectus supplement updates and supplements the prospectus dated May 11, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-11 (No. 333-271262). This prospectus supplement is being
May 15, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40911 Belpointe
May 11, 2023	424B3	Belpointe PREP, LLC Up to $750,000,000 of Class A units 424B3 1 form424b3.htm Filed Pursuant to Rule 424(b)(3) Registration Nos. 333-255424 and 333-271262 PROSPECTUS Belpointe PREP, LLC Up to $750,000,000 of Class A units Belpointe PREP, LLC is a Delaware limited liability company and the only qualified opportunity fund listed on a national securities exchange. We are focused on identifying, acquiring, developing or redeveloping and managing commercial
May 11, 2023	424B3	Belpointe PREP, LLC Up to $750,000,000 of Class A units Filed Pursuant to Rule 424(b)(3) Registration Nos. 333-255424 and 333-271262 PROSPECTUS Belpointe PREP, LLC Up to $750,000,000 of Class A units Belpointe PREP, LLC is a Delaware limited liability company and the only qualified opportunity fund listed on a national securities exchange. We are focused on identifying, acquiring, developing or redeveloping and managing commercial real estate located w
May 9, 2023	CORRESP	Belpointe PREP, LLC 255 Glenville Road Greenwich, Connecticut 06831 Belpointe PREP, LLC 255 Glenville Road Greenwich, Connecticut 06831 May 9, 2023 Via EDGAR U.
April 27, 2023	S-11/A	As filed with the U.S. Securities and Exchange Commission on April 27, 2023. As filed with the U.S. Securities and Exchange Commission on April 27, 2023. Registration No. 333-271262 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-11 FOR REGISTRATION STATEMENT Under The Securities Act of 1933 of securities of certain real estate companies Belpointe PREP, LLC (Exact name of registrant as specified in governing instruments) 25
April 14, 2023	EX-1.3	Form of Wholesale Agreement Exhibit 1.3 WHOLESALING AGREEMENT FOR BD INTRODUCTIONS Ladies and Gentlemen: Emerson Equity LLC, a California limited liability company, as the dealer manager (the “Dealer Manager”) for Belpointe PREP, LLC, a Delaware limited liability company (the “Company”), invites you (the “Wholesaler”) to participate in the distribution of Class A units (the “Units”) representing limited liability company int
April 14, 2023	EX-1.1	Form of Dealer Manager Agreement, by and between Belpointe PREP, LLC and Emerson Equity LLC Exhibit 1.1 DEALER MANAGER AGREEMENT [●] [●], 2023 Emerson Equity LLC 6860 N Dallas Pkwy, Ste 200 Plano, TX 75024 This Dealer Manager Agreement (this “Agreement”) is entered into by and between Belpointe PREP, LLC, a Delaware limited liability company (the “Company”) and Emerson Equity LLC, a California limited liability company (the “Dealer Manager”). The Company has filed a Registration Statemen
April 14, 2023	S-11	Subscription Agreement (included in Appendix B). As filed with the U.S. Securities and Exchange Commission on April 13, 2023. Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-11 FOR REGISTRATION STATEMENT Under The Securities Act of 1933 of securities of certain real estate companies Belpointe PREP, LLC (Exact name of registrant as specified in governing instruments) 255 Glenville Road Green
April 14, 2023	EX-1.2	Form of Participating Dealer Agreement Exhibit 1.2 PARTICIPATING DEALER AGREEMENT Ladies and Gentlemen: Emerson Equity LLC, a California limited liability company, as the dealer manager (the “Dealer Manager”) for Belpointe PREP, LLC, a Delaware limited liability company (the “Company”), invites you (the “Dealer”) to participate in the distribution of Class A units (the “Units”) representing limited liability company interest in the Com
April 14, 2023	EX-FILING FEES	Ex Filing Fees EX-FILING FEES 8 ex107.htm Exhibit 107 Calculation of Registration Fee Title of Securities to be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee (1) Class A units representing limited liability company interests $ 750,000,000 $ 82,650 (1) Calculated in accordance with Rule 457(o) of the Securities Act of 1933, as amended.
April 3, 2023	424B3	Belpointe PREP, LLC Up to $750,000,000 of Class A units Filed Pursuant to Rule 424(b)(3) Registration No. 333-255424 PROSPECTUS SUPPLEMENT (to Prospectus dated October 10, 2021) Belpointe PREP, LLC Up to $750,000,000 of Class A units This prospectus supplement updates and supplements the prospectus dated October 10, 2021 (the “Prospectus”), which forms a part of our registration statement on Form S-11 (No. 333-255424). This prospectus supplement is bei
March 31, 2023	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 001-40911 Belpointe PREP, LLC (Exact na
March 31, 2023	EX-21	Subsidiaries of Registrant. Exhibit 21 SUBSIDIARIES OF BELPOINTE PREP, LLC Subsidiary State of Incorporation 800 Davidson, LP Tennessee 900 Eighth, LP Tennessee 1000 Davidson, LP Tennessee 1130 Davidson, LP Tennessee 1400 Davidson, LP Tennessee Belpointe Investments, LLC Connecticut Belpointe PREP Acquisitions, LLC Connecticut Belpointe PREP Financing, LLC Connecticut Belpointe PREP OC, LLC Delaware Belpointe PREP TN OC, LLC
February 8, 2023	8-K	Submission of Matters to a Vote of Security Holders 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 of Report (Date of earliest event reported): February 3, 2023 Belpointe PREP, LLC (Exact name of registrant as specified in its charter) Delaware 001-40911 84-4412083 (State or other jurisdiction of incorporation) (Commission Fi
February 7, 2023	EX-1.1	DEALER MANAGER AGREEMENT EX-1.1 2 filename2.htm Exhibit 1.1 DEALER MANAGER AGREEMENT [●] [●], 2023 Emerson Equity LLC 6860 N Dallas Pkwy, Ste 200 Plano, TX 75024 This Dealer Manager Agreement (this “Agreement”) is entered into by and between Belpointe PREP, LLC, a Delaware limited liability company (the “Company”) and Emerson Equity LLC, a California limited liability company (the “Dealer Manager”). The Company has filed
February 7, 2023	EX-1.3	WHOLESALING AGREEMENT FOR BD INTRODUCTIONS Exhibit 1.3 WHOLESALING AGREEMENT FOR BD INTRODUCTIONS Ladies and Gentlemen: Emerson Equity LLC, a California limited liability company, as the dealer manager (the “Dealer Manager”) for Belpointe PREP, LLC, a Delaware limited liability company (the “Company”), invites you (the “Wholesaler”) to participate in the distribution of Class A units (the “Units”) representing limited liability company int
February 7, 2023	EX-21.1	SUBSIDIARIES OF BELPOINTE PREP, LLC EX-21.1 7 filename7.htm Exhibit 21.1 SUBSIDIARIES OF BELPOINTE PREP, LLC Subsidiary State of Incorporation 1000 Davidson, LP Tennessee 1130 Davidson, LP Tennessee 1400 Davidson, LP Tennessee 800 Davidson, LP Tennessee 900 Eighth, LP Tennessee Belpointe PREP Acquisitions, LLC Connecticut Belpointe PREP OC, LLC Delaware Belpointe PREP TN OC, LLC Delaware BPOZ 1000 Davidson QOZB, LLC Delaware BPOZ 10
February 7, 2023	DRS/A	As confidentially submitted to the U.S. Securities and Exchange Commission on February 6, 2023 This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly DRS/A 1 filename1.htm As confidentially submitted to the U.S. Securities and Exchange Commission on February 6, 2023 This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-11 FOR REG
February 7, 2023	EX-1.2	PARTICIPATING DEALER AGREEMENT Exhibit 1.2 PARTICIPATING DEALER AGREEMENT Ladies and Gentlemen: Emerson Equity LLC, a California limited liability company, as the dealer manager (the “Dealer Manager”) for Belpointe PREP, LLC, a Delaware limited liability company (the “Company”), invites you (the “Dealer”) to participate in the distribution of Class A units (the “Units”) representing limited liability company interest in the Com
February 7, 2023	SC 13G/A	OZ / Belpointe REIT Inc / Empirical Financial Services, LLC d.b.a. Empirical Wealth Management - EMPIRICAL FINANCIAL SERVICES Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Belpointe PREP, LLC (Name of Issuer) Class A Units (Title of Class of Securities) 080694102 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc
February 6, 2023	DRSLTR	1270 Avenue of the Americas♦ Suite 2005 ♦ New York, New York 10020 Phone: (212) 980-7200 ♦ Fax: (212) 980-7209 DRSLTR 1 filename1.htm Vanessa J. Schoenthaler Direct:(212) 980-7208 [email protected] www.saul.com February 6, 2023 CONFIDENTIAL SUBMISSION VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F. Street, N.E. Washington, D.C. 20549 RE: Belpointe PREP, LLC Amendment No. 3 to Draft Registration Statement on Form S-11
January 25, 2023	FWP	Issuer Free Writing Prospectus dated January 24, 2023 Issuer Free Writing Prospectus dated January 24, 2023 Filed Pursuant To Rule 433 Registration No.
January 11, 2023	DRS/A	As confidentially submitted to the U.S. Securities and Exchange Commission on January 10, 2023 This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly DRS/A 1 filename1.htm As confidentially submitted to the U.S. Securities and Exchange Commission on January 10, 2023 This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-11 FOR REG
January 11, 2023	EX-1.3	WHOLESALING AGREEMENT FOR BD INTRODUCTIONS EX-1.3 4 filename4.htm Exhibit 1.3 WHOLESALING AGREEMENT FOR BD INTRODUCTIONS Ladies and Gentlemen: Emerson Equity LLC, a California limited liability company, as the dealer manager (the “Dealer Manager”) for Belpointe PREP, LLC, a Delaware limited liability company (the “Company”), invites you (the “Wholesaler”) to participate in the distribution of Class A units (the “Units”) representing limite
January 11, 2023	EX-1.2	PARTICIPATING DEALER AGREEMENT EX-1.2 3 filename3.htm Exhibit 1.2 PARTICIPATING DEALER AGREEMENT Ladies and Gentlemen: Emerson Equity LLC, a California limited liability company, as the dealer manager (the “Dealer Manager”) for Belpointe PREP, LLC, a Delaware limited liability company (the “Company”), invites you (the “Dealer”) to participate in the distribution of Class A units (the “Units”) representing limited liability comp
January 11, 2023	EX-1.1	DEALER MANAGER AGREEMENT EX-1.1 2 filename2.htm Exhibit 1.1 DEALER MANAGER AGREEMENT [●] [●], 2023 Emerson Equity LLC 6860 N Dallas Pkwy, Ste 200 Plano, TX 75024 This Dealer Manager Agreement (this “Agreement”) is entered into by and between Belpointe PREP, LLC, a Delaware limited liability company (the “Company”) and Emerson Equity LLC, a California limited liability company (the “Dealer Manager”). The Company has filed
January 11, 2023	EX-21.1	SUBSIDIARIES OF BELPOINTE PREP, LLC Exhibit 21.1 SUBSIDIARIES OF BELPOINTE PREP, LLC Subsidiary State of Incorporation 1000 Davidson, LP Tennessee 1130 Davidson, LP Tennessee 1400 Davidson, LP Tennessee 800 Davidson, LP Tennessee 900 Eighth, LP Tennessee Belpointe PREP Acquisitions, LLC Connecticut Belpointe PREP OC, LLC Delaware Belpointe PREP TN OC, LLC Delaware BPOZ 1000 Davidson QOZB, LLC Delaware BPOZ 1000 First QOZB, LLC Delaw
January 10, 2023	DRSLTR	1270 Avenue of the Americas ♦ Suite 2005 ♦ New York, New York 10020 Phone: (212) 980-7200 ♦ Fax: (212) 980-7209 Vanessa J. Schoenthaler Direct: (212) 980-7208 [email protected] www.saul.com January 10, 2023 CONFIDENTIAL SUBMISSION VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F. Street, N.E. Washington, D.C. 20549 RE: Belpointe PREP, LLC Amendment No. 2 to Draft Registration Statement on Form S-11 Submitted January 10,
December 27, 2022	FWP	Have You Realized Capital Gains? Defer and Possibly Eliminate Capital Gains Tax Liability. The first and only publicly traded Opportunity Zone investment structure in the United States. FWP 1 fwp.htm Issuer Free Writing Prospectus dated December 27, 2022 Filed Pursuant to Rule 433 Registration No. 333-255424 Volume 2, Edition 148 December 20, 2022 Subject line — 2022 Capital Gains Tax Deferral Deadline Is Ticking Away Headline: Opportunity Zone Funds Shelter 2022 Taxes Until December 31, 2026 The 180-day lookback period for 2022—the maximum period for which you can reinvest reali
December 20, 2022	EX-99.1	Belpointe PREP, LLC Announces All Outstanding Loan Receivables Have Been Repaid In Full And Early Exhibit 99.1 Belpointe PREP, LLC Announces All Outstanding Loan Receivables Have Been Repaid In Full And Early GREENWICH, Conn., Dec. 16, 2022 ? Belpointe PREP, LLC (NYSE American: OZ) (?Belpointe OZ? or the ?Company?), a publicly traded qualified opportunity fund, announced today that all of its outstanding loans receivables, including a $30.0 million related party loan, have been repaid in full.
December 20, 2022	8-K	Other Events, Financial Statements and Exhibits 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 of Report (Date of earliest event reported): December 16, 2022 Belpointe PREP, LLC (Exact name of registrant as specified in its charter) Delaware 001-40911 84-4412083 (State or other jurisdiction of incorporation) (Commission F
December 19, 2022	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(
December 19, 2022	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi
December 15, 2022	8-K	Other Events, Financial Statements and Exhibits 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 of Report (Date of earliest event reported): December 9, 2022 Belpointe PREP, LLC (Exact name of registrant as specified in its charter) Delaware 001-40911 84-4412083 (State or other jurisdiction of incorporation) (Commission Fi
December 15, 2022	EX-99.1	Belpointe PREP, LLC Acquires New Opportunity Zone Property in Nashville, Tennessee Exhibit 99.1 Belpointe PREP, LLC Acquires New Opportunity Zone Property in Nashville, Tennessee GREENWICH, Conn., Dec. 9, 2022 /PRNewswire/ ? Belpointe PREP, LLC (NYSE American: OZ) (?Belpointe OZ? or the ?Company?), a publicly traded qualified opportunity fund, announced today that it has completed the acquisition of a new development site in Nashville, Tennessee, for an aggregate purchase price
December 9, 2022	FWP	FWP
December 5, 2022	FWP	Narrator: “Instead of merely making money…” Narrator: “…why not consider building money?” Narrator: “Belpointe OZ, the first publicly traded Opportunity Zone Fund” Narrator: “Our unique fund targets tax-advantaged real estate investments designed to FWP 1 formfwp.htm Issuer Free Writing Prospectus dated December 5, 2022 Filed Pursuant to Rule 433 Registration No. 333-255424 Narrator: “Instead of merely making money…” Narrator: “…why not consider building money?” Narrator: “Belpointe OZ, the first publicly traded Opportunity Zone Fund” Narrator: “Our unique fund targets tax-advantaged real estate investments designed to defer and eliminate you
December 5, 2022	FWP	Issuer Free Writing Prospectus dated December 5, 2022 FWP 1 formfwp.htm Issuer Free Writing Prospectus dated December 5, 2022 Filed Pursuant to Rule 433 Registration No. 333-255424
November 30, 2022	FWP	Narrator: “Have you sold or are you thinking about selling real estate?” Narrator: “Do you want to avoid capital gains taxes and grow your money tax free?” Narrator: “A 1031 exchange is not your only option.” Narrator: “Eliminate the headaches of a 1 Issuer Free Writing Prospectus dated November 30, 2022 Filed Pursuant to Rule 433 Registration No.
November 21, 2022	FWP	Issuer Free Writing Prospectus dated November 18, 2022 Issuer Free Writing Prospectus dated November 18, 2022 Filed Pursuant to Rule 433 Registration No.
November 10, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40911 Belpo
October 25, 2022	8-K	Other Events, Financial Statements and Exhibits 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 of Report (Date of earliest event reported): October 25, 2022 Belpointe PREP, LLC (Exact name of registrant as specified in its charter) Delaware 001-40911 84-4412083 (State or other jurisdiction of incorporation) (Commission Fi
October 25, 2022	EX-99.1	Belpointe PREP, LLC Acquires New Opportunity Zone Property in Storrs, Connecticut Exhibit 99.1 Belpointe PREP, LLC Acquires New Opportunity Zone Property in Storrs, Connecticut GREENWICH, CONNECTICUT?October 25, 2022 (PR Newswire)?Belpointe PREP, LLC (NYSE American: OZ) (?Belpointe OZ? or the ?Company?), a publicly traded qualified opportunity fund, announced today that it has completed the acquisition of 1750 Storrs Road, Storrs, Connecticut (?1750 Storrs?). 1750 Storrs is a 1
October 3, 2022	8-K	Other Events, Financial Statements and Exhibits 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 of Report (Date of earliest event reported): October 3, 2022 Belpointe PREP, LLC (Exact name of registrant as specified in its charter) Delaware 001-40911 84-4412083 (State or other jurisdiction of incorporation) (Commission Fil
October 3, 2022	EX-99.1	Belpointe PREP, LLC Provides Initial Assessment of Hurricane Ian Impact Exhibit 99.1 Belpointe PREP, LLC Provides Initial Assessment of Hurricane Ian Impact GREENWICH, CONNECTICUT?October 3, 2022 (PR Newswire)?Belpointe PREP, LLC (NYSE American: OZ) (?Belpointe PREP? or the ?Company?), a publicly traded qualified opportunity fund, announced today that following an initial assessment its Florida assets have incurred no or minimal damage as a result of Hurricane Ian. ?W
August 11, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40911 Belpointe
July 1, 2022	EX-10.1	Promissory Note, dated June 28, 2022. Exhibit 10.1 PROMISSORY NOTE $30,000,000.00 Greenwich, Connecticut June 28, 2022 FOR VALUE RECEIVED, NORPOINTE, LLC, a Delaware limited liability company with an address at 255 Glenville Road, Greenwich, Connecticut 06831 (?Borrower?) promises to pay to the order of BPOZ 1000 First QOZB, LLC, a Delaware limited liability company (?Lender?), with an address at 255 Glenville Road, Greenwich, Connect
July 1, 2022	EX-10.2	Mortgage Deed and Security Agreement, dated June 28, 2022. Exhibit 10.2 MORTGAGE DEED AND SECURITY AGREEMENT TO ALL PEOPLE TO WHOM THESE PRESENTS SHALL COME, GREETINGS: KNOW YE, NORPOINTE, LLC, a Delaware limited liability company with a notification address of 255 Glenville Road, Greenwich, Connecticut 06831 (hereinafter called ?Mortgagor?), for the consideration of Ten Dollars ($10.00) and other good and valuable consideration received to Mortgagor?s fu
July 1, 2022	8-K	Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits 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 of Report (Date of earliest event reported): June 28, 2022 Belpointe PREP, LLC (Exact name of registrant as specified in its charter) Delaware 001-40911 84-4412083 (State or other jurisdiction of incorporation) (Commission File
June 30, 2022	DRSLTR	1270 Avenue of the Americas ♦ Suite 2005 ♦ New York, New York 10020 Phone: (212) 980-7200 ♦ Fax: (212) 980-7209 Vanessa J. Schoenthaler Direct: (212) 980-7208 [email protected] www.saul.com June 30, 2022 CONFIDENTIAL SUBMISSION VIA EDGAR Draft Registration Statement U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 RE: Belpointe PREP, LLC Amendment No. 1 to Draft Registration Statement on Form S-11 Submitted June 30, 2022 CIK No. 0
June 30, 2022	EX-1.3	WHOLESALING AGREEMENT FOR BD INTRODUCTIONS Exhibit 1.3 WHOLESALING AGREEMENT FOR BD INTRODUCTIONS Ladies and Gentlemen: Emerson Equity LLC, a California limited liability company, as the dealer manager (the “Dealer Manager”) for Belpointe PREP, LLC, a Delaware limited liability company (the “Company”), invites you (the “Wholesaler”) to participate in the distribution of Class A units (the “Units”) representing limited liability company int
June 30, 2022	DRS/A	As confidentially submitted to the U.S. Securities and Exchange Commission on June 30, 2022 This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly con As confidentially submitted to the U.S. Securities and Exchange Commission on June 30, 2022 This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-11 FOR REGISTRATION STATEMENT Under
June 30, 2022	EX-1.1	DEALER MANAGER AGREEMENT EX-1.1 2 filename2.htm Exhibit 1.1 DEALER MANAGER AGREEMENT [●] [●], 2022 Emerson Equity LLC 6860 N Dallas Pkwy, Ste 200 Plano, TX 75024 This Dealer Manager Agreement (this “Agreement”) is entered into by and between Belpointe PREP, LLC, a Delaware limited liability company (the “Company”) and Emerson Equity LLC, a California limited liability company (the “Dealer Manager”). The Company has filed
June 30, 2022	EX-1.2	PARTICIPATING DEALER AGREEMENT Exhibit 1.2 PARTICIPATING DEALER AGREEMENT Ladies and Gentlemen: Emerson Equity LLC, a California limited liability company, as the dealer manager (the “Dealer Manager”) for Belpointe PREP, LLC, a Delaware limited liability company (the “Company”), invites you (the “Dealer”) to participate in the distribution of Class A units (the “Units”) representing limited liability company interest in the Com
May 16, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40911 Belpointe
May 10, 2022	DRSLTR	Vanessa J. Schoenthaler Vanessa J. Schoenthaler Direct: (212) 980-7208 [email protected] www.saul.com May 10, 2022 CONFIDENTIAL SUBMISSION VIA EDGAR Draft Registration Statement U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 RE: Belpointe PREP, LLC Draft Registration Statement on Form S-11 Ladies and Gentlemen: On behalf of Belpointe PREP, LL
May 10, 2022	DRS	As confidentially submitted to the U.S. Securities and Exchange Commission on May 10, 2022. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly con DRS 1 filename1.htm As confidentially submitted to the U.S. Securities and Exchange Commission on May 10, 2022. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. [●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-11 FOR REGISTRATION
March 29, 2022	FWP	Issuer Free Writing Prospectus dated March 24, 2022 Issuer Free Writing Prospectus dated March 24, 2022 Filed Pursuant To Rule 433 Registration No.
March 21, 2022	FWP	Issuer Free Writing Prospectus dated March 18, 2022 Issuer Free Writing Prospectus dated March 18, 2022 Filed Pursuant To Rule 433 Registration No.
March 11, 2022	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number 001-40911 Belpointe PREP, LLC (Exact na
March 11, 2022	EX-21	Subsidiaries of Registrant. Exhibit 21 SUBSIDIARIES OF BELPOINTE PREP, LLC Subsidiary State of Incorporation 800 Davidson, LP Tennessee 900 Eighth, LP Tennessee 1000 Davidson, LP Tennessee 1130 Davidson, LP Tennessee Belpointe Investments, LLC Connecticut Belpointe PREP Acquisitions, LLC Connecticut Belpointe PREP Financing, LLC Connecticut Belpointe PREP OC, LLC Delaware Belpointe PREP TN OC, LLC Delaware Belpointe REIT OP,
February 14, 2022	SC 13G	OZ / Belpointe REIT Inc / Empirical Financial Services, LLC d.b.a. Empirical Wealth Management - EMPIRICAL FINANCIAL SERVICES Passive Investment SC 13G 1 oz21422.htm EMPIRICAL FINANCIAL SERVICES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Belpointe PREP, LLC (Name of Issuer) Class A Units (Title of Class of Securities) 080694102 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the
February 3, 2022	FWP	2021-2022 Tax Planning Tool And Potential Inflation Hedges FWP 1 formfwp.htm Issuer Free Writing Prospectus dated February 3, 2022 Filed Pursuant to Rule 433 Registration No. 333-255424 2021-2022 Tax Planning Tool And Potential Inflation Hedges So much for the January effect. For those that aren’t totally familiar with the saying, Wikipedia describes it as follows: The January effect is a hypothesis that there is a seasonal anomaly in the financial market
February 1, 2022	FWP	Review This White Paper Before Filing Your 2021 Tax Return: Want To Know How To Easily Defer Your 2021/2022 Capital Gains and Potentially Even Eliminate Your Tax Liability Before Paying Your Tax Bill? *Please review the Complimentary White Paper and FWP 1 formfwp.htm Issuer Free Writing Prospectus dated February 1, 2022 Filed Pursuant to Rule 433 Registration No. 333-255424 Below please find a special message from one of our advertisers, Belpointe. From time to time we find special opportunities we believe you as a valued customer may want to see. Please note that the following message reflects the opinions and representations of our advertis
January 26, 2022	8-K	Other Events 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 of Report (Date of earliest event reported): January 26, 2022 Belpointe PREP, LLC (Exact name of registrant as specified in its charter) Delaware 001-40911 84-4412083 (State or other jurisdiction of incorporation) (Commission Fi
January 6, 2022	EX-10.13	Mortgage Deed and Security Agreement, dated January 3, 2022. Record & Return To: Exhibit 10.13 Berkowitz, Trager & Trager, LLC 8 Wright Street, 2nd Floor Westport, CT 06880 MORTGAGE DEED AND SECURITY AGREEMENT TO ALL PEOPLE TO WHOM THESE PRESENTS SHALL COME, GREETINGS: KNOW YE, NORPOINTE, LLC, a Delaware limited liability company with a notification address of 255 Glenville Road, Greenwich, Connecticut 06831 (hereinafter called ?Mortgagor?), for the conside
January 6, 2022	EX-10.12	Promissory Note, dated January 3, 2022. Exhibit 10.12 PROMISSORY NOTE $30,000,000.00 Greenwich, Connecticut January 3, 2022 FOR VALUE RECEIVED, NORPOINTE, LLC, a Delaware limited liability company with an address at 255 Glenville Road, Greenwich, Connecticut 06831 (?Borrower?) promises to pay to the order of BELPOINTE PREP FINANCING, LLC, a Connecticut limited liability company (?Lender?), with an address at 255 Glenville Road, Greenwic
January 6, 2022	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 of Report (Date of earliest event reported): January 3, 2022 Belpointe PREP, LLC (Exact name of registrant as specified in its charter) Delaware 001-40911 84-4412083 (State or other jurisdiction of incorporation) (Commission Fil
December 27, 2021	FWP	Issuer Free Writing Prospectus dated December 27, 2021 Issuer Free Writing Prospectus dated December 27, 2021 Filed Pursuant To Rule 433 Registration No.
December 23, 2021	FWP	Issuer Free Writing Prospectus dated December 22, 2021 FWP 1 formfwp.htm Issuer Free Writing Prospectus dated December 22, 2021 Filed Pursuant To Rule 433 Registration No. 333-255424 [Transcript of Opportunity Zone Investing, Year-End Tax Growth and Income Strategy in the Face of Widespread Uncertainty Webinar from December 21, 2021] Cody Laidlaw: I believe we’re live now. Perfect. So good afternoon, everybody. Before we get started on today’s webinar
December 15, 2021	EX-2.2	Agreement to Accept Interests in Satisfaction of Obligations, dated December 10, 2021, by and among Belpointe PREP, LLC, BPOZ 1991 Main QOZB, LLC and Belpointe Investment Holding, LLC. Exhibit 2.2 AGREEMENT TO ACCEPT INTERESTS IN SATISFACTION OF OBLIGATIONS This AGREEMENT TO ACCEPT INTERESTS IN SATISFACTION OF OBLIGATIONS (the ?Agreement?), dated as of December 10, 2021, by and among Belpointe PREP, LLC, a Delaware limited liability company (the ?Company?), BPOZ 1991 Main QOZB, LLC, a Delaware limited liability company and indirect majority owned subsidiary of the Company (?BPOZ
December 15, 2021	8-K	Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits 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 of Report (Date of earliest event reported): December 10, 2021 Belpointe PREP, LLC (Exact name of registrant as specified in its charter) Delaware 001-40911 84-4412083 (State or other jurisdiction of incorporation) (Commission F
November 16, 2021	FWP	FWP FWP 1 formfwp.htm
November 16, 2021	FWP	FWP
November 15, 2021	EX-10.11	Release and Cancellation of Indebtedness agreement, effective as of October 12, 2021 Exhibit 10.11 RELEASE AND CANCELLATION OF INDEBTEDNESS This RELEASE AND CANCELLATION OF INDEBTEDNESS (this “Release”) is effective as of October 12, 2021 (the “Effective Date”), by and between Belpointe PREP, LLC, a Delaware limited liability company (the “Company”) and BREIT Merger, LLC, a Delaware limited liability Company (“BREIT Merger”) and wholly owned subsidiary of the Company. Each of the
November 15, 2021	EX-21	Subsidiaries of Registrant. Exhibit 21 SUBSIDIARIES OF BELPOINTE PREP, LLC Subsidiary State of Incorporation 800 Davidson, LP Tennessee 900 Eighth, LP Tennessee 1000 Davidson, LP Tennessee Belpointe Investments, LLC Connecticut Belpointe PREP Acquisitions, LLC Connecticut Belpointe PREP OC, LLC Delaware Belpointe PREP TN OC, LLC Delaware Belpointe REIT OP, LP Delaware BPOZ 497 Middle Holding, LLC Connecticut BPOZ 900 Eighth
November 15, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40911 Belpointe PREP, LLC (Exact name of regi
November 12, 2021	FWP	Appendix A Issuer Free Writing Prospectus dated November 12, 2021 Filed Pursuant to Rule 433 Registration No.
November 12, 2021	FWP	Perfect Timing For Year-End Tax Benefits Issuer Free Writing Prospectus dated November 12, 2021 Filed Pursuant to Rule 433 Registration No.
November 4, 2021	EX-10.10	Second Amendment to Agreement for Purchase and Sale or Real Property, dated August 31, 2021 (certain confidential information contained in this document, marked by [*], has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed). Exhibit 10.10 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY THIS SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY (this “Amendment”) is made effective as of the 31s
November 4, 2021	EX-10.8	Agreement for Purchase and Sale of Real Property, dated July 13, 2021 (certain confidential information contained in this document, marked by [*], has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed). Exhibit 10.8 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [], HAS BEEN OMITTED BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY by and between [**] LLC, as SELLER And BELPOINTE PREP ACQUISITIONS, LLC, as BUYER Dated as of July 13, 2021 TABLE OF CONTENTS Page Section 1. Ke
November 4, 2021	8-K	Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits 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 of Report (Date of earliest event reported): October 29, 2021 Belpointe PREP, LLC (Exact name of registrant as specified in its charter) Delaware 001-40911 84-4412083 (State or other jurisdiction of incorporation) (Commission Fi
November 4, 2021	EX-10.9	First Amendment to Agreement for Purchase and Sale or Real Property, dated August 11, 2021 (certain confidential information contained in this document, marked by [*], has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed). Exhibit 10.9 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY THIS FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY (this ?Amendment?) is made effective as of the 11th d
October 20, 2021	FWP	FWP
October 20, 2021	FWP	Issuer Free Writing Prospectus dated October 20, 2021 FWP 1 fwp.htm Issuer Free Writing Prospectus dated October 20, 2021 Filed Pursuant to Rule 433 Registration No. 333-255424
October 14, 2021	EX-99.1	Belpointe PREP, LLC to Commence Trading on NYSE American on October 18 Exhibit 99.1 Belpointe PREP, LLC to Commence Trading on NYSE American on October 18 GREENWICH, CONNECTICUT?October 13, 2021 (PR Newswire)?Belpointe PREP, LLC (?Belpointe PREP?), the first publicly traded qualified opportunity fund, announced today that its Class A units will commence trading on the NYSE American LLC (?NYSE American?) effective at the open of markets on October 18, 2021. Belpointe
October 14, 2021	8-K	Completion of Acquisition or Disposition of Assets, Other Events, Financial Statements and Exhibits 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 of Report (Date of earliest event reported): October 12, 2021 Belpointe PREP, LLC (Exact name of registrant as specified in its charter) Delaware 001-40911 84-4412083 (State or other jurisdiction of incorporation) (Commission Fi
October 14, 2021	8-A12B	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION STATEMENT of certain Classes of Securities Pursuant to Section 12(b) or (g) of the securities Exchange Act of 1934 8-A12B 1 form8-a12b.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION STATEMENT of certain Classes of Securities Pursuant to Section 12(b) or (g) of the securities Exchange Act of 1934 Belpointe PREP, LLC (Exact name of registrant as specified in its charter) Delaware 84-4412083 (State or other jurisdiction of incorporation or organization) (I.R.
October 8, 2021	FWP	INVESTING IN OPPORTUNITY ZONES FOR TAX ADVANTAGES AND GROWTH Click Here Issuer Free Writing Prospectus dated October 7, 2021 Filed Pursuant to Rule 433 Registration No.
October 5, 2021	FWP	FWP
October 1, 2021	424B4	Belpointe PREP, LLC Up to $750,000,000 of Class A units 424B4 1 belp424b4.htm Filed Pursuant to Rule 424(b)(4) Registration No. 333-255424 Belpointe PREP, LLC Up to $750,000,000 of Class A units Belpointe PREP, LLC is a Delaware limited liability company that is initially focused on identifying, acquiring, developing or redeveloping and managing commercial real estate located within “qualified opportunity zones.” At least 90% of our assets consist of q
September 29, 2021	CORRESP	Brandon E. Lacoff CORRESP 1 filename1.htm Brandon E. Lacoff Email: [email protected] 255 Glenville Road Greenwich, Connecticut 06831 (203) 883-1944 www.belpointeoz.com September 29, 2021 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Re: Belpointe PREP, LLC Registration Statement on Form S-4 File No. 333
September 28, 2021	S-11/A	As filed with the Securities and Exchange Commission on September 28, 2021 S-11/A 1 belps11.htm As filed with the Securities and Exchange Commission on September 28, 2021 Registration No. 333-255424 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to FORM S-11 FOR REGISTRATION STATEMENT Under The Securities Act of 1933 of securities of certain real estate companies Belpointe PREP, LLC (Exact name of registrant as specified in govern
September 24, 2021	CORRESP	September 24, 2021 September 24, 2021 Vanessa J. Schoenthaler Direct: (212) 899-9781 Email: [email protected] 230 Park Avenue, Ste. 908 New York, New York 10169 Office: (212) 899-9780 www.SFGH.com Via EDGAR and Overnight Courier Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Maryse Mills-Apenteng an
September 24, 2021	S-11/A	As filed with the Securities and Exchange Commission on September 24, 2021 As filed with the Securities and Exchange Commission on September 24, 2021 Registration No.
September 15, 2021	S-11/A	As filed with the Securities and Exchange Commission on September 15, 2021 S-11/A 1 belps11.htm As filed with the Securities and Exchange Commission on September 15, 2021 Registration No. 333-255424 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-11 FOR REGISTRATION STATEMENT Under The Securities Act of 1933 of securities of certain real estate companies Belpointe PREP, LLC (Exact name of registrant as specified in govern
September 13, 2021	424B3	Offer to Exchange Each Outstanding Share of Common Stock of Belpointe REIT, Inc. 1.05 Class A Units of Belpointe PREP, LLC, BREIT Merger, LLC a wholly owned subsidiary of Belpointe PREP, LLC Filed Pursuant to Rule 424(b)(3) Registration No. 333-255427 Offer to Exchange Each Outstanding Share of Common Stock of Belpointe REIT, Inc. For 1.05 Class A Units of Belpointe PREP, LLC, by BREIT Merger, LLC a wholly owned subsidiary of Belpointe PREP, LLC THE OFFER EXPIRED AT 11:59 P.M., NEW YORK CITY TIME, ON JUNE 18, 2021. Belpointe PREP, LLC, a Delaware limited liability company (“Belpointe
September 9, 2021	CORRESP	Brandon E. Lacoff Brandon E. Lacoff Email: [email protected] 255 Glenville Road Greenwich, Connecticut 06831 (203) 883-1944 www.belpointeoz.com September 9, 2021 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Re: Belpointe PREP, LLC Registration Statement on Form S-4 File No. 333-255427 Ladies and Gentle
August 31, 2021	S-4/A	As filed with the Securities and Exchange Commission on August 31, 2021 S-4/A 1 belps4.htm As filed with the Securities and Exchange Commission on August 31, 2021 Registration No. 333-255427 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 FORM S-4 REGISTRATION STATEMENT Under The Securities Act of 1933 Belpointe PREP, LLC (Exact name of registrant as specified in its charter) Delaware 6500 84-4412083 (State or other jurisdiction
August 23, 2021	CORRESP	August 20, 2021 CORRESP 12 filename12.htm August 20, 2021 Vanessa J. Schoenthaler Direct: (212) 899-9781 Email: [email protected] 230 Park Avenue, Ste. 908 New York, New York 10169 Office: (212) 899-9780 www.SFGH.com Via EDGAR and Overnight Courier Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Messr
August 23, 2021	S-11/A	As filed with the Securities and Exchange Commission on August 20, 2021 As filed with the Securities and Exchange Commission on August 20, 2021 Registration No.
July 30, 2021	S-4/A	As filed with the Securities and Exchange Commission on July 30, 2021 S-4/A 1 belps4.htm As filed with the Securities and Exchange Commission on July 30, 2021 Registration No. 333-255427 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.2 to FORM S-4/A REGISTRATION STATEMENT Under The Securities Act of 1933 Belpointe PREP, LLC (Exact name of registrant as specified in its charter) Delaware 6500 84-4412083 (State or other jurisdicti
July 16, 2021	EX-14.1	Code of Business Conduct and Ethics. Exhibit 14.1 BELPOINTE PREP, LLC CODE OF BUSINESS CONDUCT AND ETHICS I. INTRODUCTION The Board of Directors (the “Board”) of Belpointe PREP, LLC (the “Company,” “we,” “us” or “our”) has adopted this Code of Business Conduct and Ethics (this “Code”) to deter wrongdoing and promote: · honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between perso
July 16, 2021	S-11/A	As filed with the Securities and Exchange Commission on July 16, 2021 As filed with the Securities and Exchange Commission on July 16, 2021 Registration No.
July 16, 2021	CORRESP	July 16, 2021 CORRESP 14 filename14.htm July 16, 2021 Vanessa J. Schoenthaler Direct: (212) 899-9781 Email: [email protected] 230 Park Avenue, Ste. 908 New York, New York 10169 Office: (212) 899-9780 www.SFGH.com Via EDGAR and Overnight Courier Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Mar
July 16, 2021	EX-10.7	Secured Promissory Note, dated May 28, 2021. Exhibit 10.7 BELPOINTE PREP, LLC SECURED PROMISSORY NOTE $15,000,000 May 28, 2021 Greenwich, Connecticut FOR VALUE RECEIVED, Belpointe PREP, LLC, a Delaware limited liability company (together with its successors, the “Company”), hereby unconditionally promises to pay to the order of Belpointe REIT, Inc., a Maryland corporation (together with its successors and permitted assigns, the “Holder”), th
July 8, 2021	S-4/A	As filed with the Securities and Exchange Commission on July 7, 2021 As filed with the Securities and Exchange Commission on July 7, 2021 Registration No.
April 22, 2021	CORRESP	April 21, 2021 CORRESP 20 filename20.htm April 21, 2021 Vanessa J. Schoenthaler Direct: (212) 899-9781 Email: [email protected] 230 Park Avenue, Ste. 908 New York, New York 10169 Office: (212) 899-9780 www.SFGH.com Via EDGAR and Overnight Courier Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Ru
April 22, 2021	EX-99.2	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees Exhibit 99.2 LETTER TO BROKERS, DEALERS COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES Offer to Exchange Each Outstanding Share of common stock of Belpointe REIT, Inc. For 1.05 Class A Units of Belpointe PREP, LLC, by BREIT Merger, LLC a wholly owned subsidiary of Belpointe PREP, LLC (upon the terms and subject to the conditions described in the offer to exchange and this letter of transmitt
April 22, 2021	EX-21	Subsidiaries of Registrant. EX-21 4 exh21.htm SUBSIDIARIES OF BELPOINTE PREP, LLC Exhibit 21 SUBSIDIARIES OF BELPOINTE PREP, LLC Subsidiary State of Incorporation 900 Eighth, LP Tennessee Belpointe PREP Acquisitions, LLC Connecticut Belpointe PREP OC, LLC Delaware Belpointe PREP TN OC, LLC Delaware BPOZ 1000 First QOZB, LLC Delaware BPOZ 1000 First, LLC Delaware BPOZ 1700 Main QOZB, LLC Delaware BPOZ 1700 Main, LLC Delaware
April 22, 2021	EX-3.1	Certificate of Formation. EX-3.1 5 exh31.htm Exhibit 3.1
April 22, 2021	EX-3.2	Amended and Restated Limited Liability Company Operating Agreement of Belpointe PREP, LLC. Exhibit 3.2 AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF BELPOINTE PREP, LLC (a Delaware limited liability company) TABLE OF CONTENTS Article I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction 7 Article II ORGANIZATIONAL MATTERS 8 Section 2.1 Formation 8 Section 2.2 Name 8 Section 2.3 Registered Office and Agent; Principal Office 8 Section 2.4 Purposes 8 Se
April 22, 2021	EX-10.4	Secured Promissory Note, dated February 16, 2021. Exhibit 10.4 BELPOINTE PREP, LLC SECURED PROMISSORY NOTE $24,000,000 February 16, 2021 Greenwich, Connecticut FOR VALUE RECEIVED, Belpointe PREP, LLC, a Delaware limited liability company (together with its successors, the “Company”), hereby unconditionally promises to pay to the order of Belpointe REIT, Inc., a Maryland corporation (together with its successors and permitted assigns, the “Holder”
April 22, 2021	EX-10.1	Management Agreement, effective as of October 28, 2020, by and among Belpointe PREP, LLC, Belpointe PREP OC, LLC, Belpointe PREP TN OC, LLC, Belpointe PREP Manager, LLC and Belpointe LLC. Exhibit 10.1 MANAGEMENT AGREEMENT This Management AGREEMENT (this “Agreement”), dated as of the 21st day of April, 2021, by and among Belpointe PREP, LLC, a Delaware limited liability (the “Company”), the Operating Companies (as hereinafter defined), and Belpointe PREP Manager, LLC, a Delaware limited liability company (the “Manager”), is effective as of the 28th day of October, 2020 (the “Effecti
April 22, 2021	EX-21	Subsidiaries of Registrant. EX-21 2 exh21.htm SUBSIDIARIES OF BELPOINTE PREP, LLC Exhibit 21 SUBSIDIARIES OF BELPOINTE PREP, LLC Subsidiary State of Incorporation 900 Eighth, LP Tennessee Belpointe PREP Acquisitions, LLC Connecticut Belpointe PREP OC, LLC Delaware Belpointe PREP TN OC, LLC Delaware BPOZ 1000 First QOZB, LLC Delaware BPOZ 1000 First, LLC Delaware BPOZ 1700 Main QOZB, LLC Delaware BPOZ 1700 Main, LLC Delaware
April 22, 2021	EX-99.3	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees Exhibit 99.3 LETTER TO CLIENTS Offer to Exchange Each Outstanding Share of common stock of Belpointe REIT, Inc. For 1.05 Class A Units of Belpointe PREP, LLC, by BREIT Merger, LLC a wholly owned subsidiary of Belpointe PREP, LLC (upon the terms and subject to the conditions described in the offer to exchange and this letter of transmittal) THE OFFER WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, A
April 22, 2021	EX-14.1	Code of Business Conduct and Ethics. EX-14.1 11 exh141.htm BELPOINTE PREP, LLC Exhibit 14.1 BELPOINTE PREP, LLC CODE OF BUSINESS CONDUCT AND ETHICS I. INTRODUCTION The Board of Directors (the “Board”) of Belpointe PREP, LLC (the “Company,” “we,” “us” or “our”) has adopted this Code of Business Conduct and Ethics (this “Code”) to deter wrongdoing and promote: · honest and ethical conduct, including the ethical handling of actual or ap
April 22, 2021	EX-3.2	Amended and Restated Limited Liability Company Operating Agreement. EX-3.2 6 exh32.htm Exhibit 3.2 AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF BELPOINTE PREP, LLC (a Delaware limited liability company) TABLE OF CONTENTS Article I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction 7 Article II ORGANIZATIONAL MATTERS 8 Section 2.1 Formation 8 Section 2.2 Name 8 Section 2.3 Registered Office and Agent; Principal Office 8 Sectio
April 22, 2021	EX-10.2	Employee and Cost Sharing Agreement, effective as of October 28, 2020, by and among Belpointe PREP, LLC, Belpointe PREP OC, LLC, Belpointe PREP TN OC, LLC and Belpointe PREP Manager, LLC. Exhibit 10.2 EMPLOYEE AND COST SHARING AGREEMENT This EMPLOYEE AND COST SHARING AGREEMENT (the ?Agreement?), dated as of the 21st day of April, 2021, by and among Belpointe, LLC, a Connecticut limited liability company (together with its Subsidiaries, Associates and Affiliates ?Belpointe?), Belpointe PREP, LLC, a Delaware limited liability company (the ?Company?), the Operating Companies, and Belp
April 22, 2021	EX-99.1	Form of Letter of Transmittal Exhibit 99.1 LETTER OF TRANSMITTAL Offer to Exchange Each Outstanding Share of common stock of Belpointe REIT, Inc. For 1.05 Class A Units of Belpointe PREP, LLC, by BREIT Merger, LLC a wholly owned subsidiary of Belpointe PREP, LLC (upon the terms and subject to the conditions described in the offer to exchange and this letter of transmittal) THE OFFER WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIM
April 22, 2021	EX-3.1	Certificate of Formation of Belpointe PREP, LLC. Exhibit 3.1
April 22, 2021	EX-10.3	Secured Promissory Note, dated October 28, 2020. Exhibit 10.3 BELPOINTE PREP, LLC SECURED PROMISSORY NOTE $35,000,000 October 28, 2020 Greenwich, Connecticut FOR VALUE RECEIVED, Belpointe PREP, LLC, a Delaware limited liability company (together with its successors, the ?Company?), hereby unconditionally promises to pay to the order of Belpointe REIT, Inc., a Maryland corporation (together with its successors and permitted assigns, the ?Holder?)
April 22, 2021	EX-2.1	Agreement and Plan of Merger, dated as of April 21, 2021, by and among Belpointe PREP, LLC, BREIT Merger, LLC and Belpointe REIT, Inc. Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among BELPOINTE PREP, LLC, BREIT MERGER, LLC, and BELPOINTE REIT, INC. dated as of April 21, 2021 TABLE OF CONTENTS Article I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Construction 6 Article II THE OFFER 6 Section 2.1 The Offer 6 Section 2.2 Belpointe REIT Actions 9 Article III THE MERGER 10 Section 3.1 The Merger 10 Section 3.2 The Closing
April 22, 2021	S-4	- As filed with the Securities and Exchange Commission on April 21, 2021 Registration No.
April 22, 2021	S-11	Subscription Agreement (included in Appendix B). S-11 1 belps11.htm As filed with the Securities and Exchange Commission on April 21, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-11 FOR REGISTRATION STATEMENT Under The Securities Act of 1933 of securities of certain real estate companies Belpointe PREP, LLC (Exact name of registrant as specified in governing instruments) 255 Glenville
July 30, 2020	EX-3.2	AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT BELPOINTE PREP, LLC (a Delaware limited liability company) TABLE OF CONTENTS Exhibit 3.2 AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF BELPOINTE PREP, LLC (a Delaware limited liability company) TABLE OF CONTENTS Article I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction 7 Article II ORGANIZATIONAL MATTERS 8 Section 2.1 Formation 8 Section 2.2 Name 8 Section 2.3 Registered Office and Agent; Principal Office 8 Section 2.4 Purposes 8 Se
July 30, 2020	EX-3	EX-3 Exhibit 3.1
July 30, 2020	DRS/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________ FORM S-11 FOR REGISTRATION STATEMENT Under The Securities Act of 1933 of securities of certain real estate companies ___________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-11 FOR REGISTRATION STATEMENT Under The Securities Act of 1933 of securities of certain real estate companies Belpointe PREP, LLC (Exact name of registrant as specified in governing instruments) 125 Greenwich Avenue, 3rd Floor Greenwich, Connecticut 06830 (203) 883-1944 (Address, including zip code, and telephone number
July 30, 2020	COVER	July 29, 2020 July 29, 2020 Via EDGAR and Overnight Courier Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F.
July 30, 2020	CORRESP	BELPOINTE PREP, LLC SUPPLEMENT NO. [●] DATED [●] [●], 20[●] TO THE PROSPECTUS DATED [●] [●], 20[●] BELPOINTE PREP, LLC SUPPLEMENT NO. [●] DATED [●] [●], 20[●] TO THE PROSPECTUS DATED [●] [●], 20[●] This document supplements, and should be read in conjunction with, our prospectus dated [●] [●], 20[●][, as supplemented by [●]]. Unless otherwise defined herein, capitalized terms have the meanings set forth in the prospectus. The purpose of this supplement is to disclose information related to our
July 30, 2020	EX-10	EMPLOYEE AND COST SHARING AGREEMENT EX-10 6 filename6.htm Exhibit 10.2 EMPLOYEE AND COST SHARING AGREEMENT This EMPLOYEE AND COST SHARING AGREEMENT (the “Agreement”), dated as of the [●] day of [●], 2020, is made and entered into by and among Belpointe, LLC, a Connecticut limited liability company (together with its Subsidiaries, Associates and Affiliates “Belpointe”), Belpointe PREP, LLC, a Delaware limited liability company (the “
July 30, 2020	EX-10	MANAGEMENT AGREEMENT by and among BELPOINTE PREP, LLC BELPOINTE PREP OC, LLC BELPOINTE PREP MANAGER, LLC TABLE OF CONTENTS EX-10 5 filename5.htm Exhibit 10.1 MANAGEMENT AGREEMENT by and among BELPOINTE PREP, LLC BELPOINTE PREP OC, LLC AND BELPOINTE PREP MANAGER, LLC TABLE OF CONTENTS Article 1 DEFINITIONS 1 Article 2 APPOINTMENT 3 Article 3 DUTIES OF THE MANAGER 3 3.01 Investment Advisory and Acquisition Services. The Manager shall: 3 3.02 Disposition Services. The Manager shall: 4 3.03 Offering Services. The Manager
July 30, 2020	EX-4	APPENDIX B: FORM OF SUBSCRIPTION AGREEMENT Belpointe PREP, LLC Subscription Agreement for Class A Units Exhibit 4.1 APPENDIX B: FORM OF SUBSCRIPTION AGREEMENT Belpointe PREP, LLC Subscription Agreement for Class A Units 1. Your Investment Investment Amount $ [ ] Initial Purchase* [ ] Subsequent Purchase Investment Method ? By mail Attach a check** to this agreement. Make all checks payable to: Belpointe PREP, LLC. ? By wire Name: Bank Name: ABA: DDA: ? Broker-dealer/financial advisor * The minimum i
April 16, 2020	DRS	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________ FORM S-11 FOR REGISTRATION STATEMENT Under The Securities Act of 1933 of securities of certain real estate companies ___________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-11 FOR REGISTRATION STATEMENT Under The Securities Act of 1933 of securities of certain real estate companies Belpointe PREP, LLC (Exact name of registrant as specified in governing instruments) 125 Greenwich Avenue, 3rd Floor Greenwich, Connecticut 06830 (203) 883-1944 (Address, including zip code, and telephone number
April 16, 2020	COVER	April 15, 2020 April 15, 2020 CONFIDENTIAL SUBMISSION VIA EDGAR Draft Registration Statement U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Draft Registration Statement on Form S-11 Ladies and Gentlemen: On behalf of Belpointe PREP, LLC (the “Company”), we are submitting a draft Registration Statement on Form S-11 (the “Registration Statemen

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