Form 8-K - Current report

 

 

 

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		(IRS Employer
of incorporation)		File Number)		Identification No.)

 

255 Glenville Road Greenwich, Connecticut		06831
(Address or principal executive offices)		(Zip Code)

 

[phone]

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changes since last report)

 

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

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Class		Trading Symbol		Name of Exchange on which registered
Class A units		OZ		NYSE American

 

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

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

 

 

Item 8.01 Other Events.

 

On December 19, 2024, at 12:00 p.m. E.T., Belpointe PREP, LLC, a Delaware limited liability company (“Belpointe OZ, “we,” “us,” “our,” or the “Company”), called its annual meeting of unitholders (the “Annual Meeting”) to order. After determining that a quorum, defined as the minimum number of units required to conduct business, was not present either in person or by proxy the Annual Meeting was adjourned.

 

On December 31, 2024, Belpointe OZ announced that the adjourned Annual Meeting will be reconvened on Friday, January 24, 2025, at 12:00 p.m. E.T., at the Company’s corporate headquarters, located at 255 Glenville Road, Greenwich, Connecticut 06831. Unitholders planning to attend the adjourned meeting in person are requested to contact Belpointe OZ’s Investor Relations team at 1-833-828-2721 or via email at [e-mail] for further details.

 

The record date for the Annual Meeting remains unchanged as October 30, 2024. Unitholders who have already submitted their proxy or voted and do not wish to change their vote do not need to take any additional action.

 

There are no changes to the agenda or the items of business to be voted upon at the Annual Meeting. Belpointe OZ encourages all unitholders to review the Company’s definitive proxy statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission (“SEC”) on November 5, 2024, along with other related proxy materials. These documents are available free of charge on the SEC’s website at www.sec.gov.

 

On December 31, 2024, Belpointe OZ issued a press release announcing the adjournment of the Annual Meeting, a copy of which is furnished as Exhibit 99.1 to this report.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Exhibits

 

Exhibit Number		Description
99.1		Press Release, dated December 31, 2024, issued by Belpointe PREP, LLC.
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document)

 

 

SIGNATURES

 

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

 

Dated: December 31, 2024

 

	BELPOINTE PREP, LLC
	By:	/s/ Brandon E. Lacoff
		Brandon E. Lacoff
		Chairman of the Board and Chief Executive Officer

 

 

 

 

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. E.T., has been adjourned. The adjournment was necessary as a quorum, defined as the minimum number of units required to conduct business, was not present either in person or by proxy when the Annual Meeting was called to order.

 

The adjourned Annual Meeting will be reconvened on Friday, January 24, 2025, at 12:00 p.m. E.T. at the Company’s corporate headquarters, located at 255 Glenville Road, Greenwich, Connecticut 06831. Unitholders planning to attend the meeting in person are requested to contact Belpointe OZ’s Investor Relations team at 1-833-828-2721 or via email at [e-mail] for further details.

 

The record date for the Annual Meeting remains unchanged as October 30, 2024. Unitholders who have already submitted their proxy or voted and do not wish to change their vote do not need to take any additional action.

 

There are no changes to the agenda or the items of business to be voted upon at the Annual Meeting. Belpointe OZ encourages all unitholders to review the Company’s definitive proxy statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission (“SEC”) on November 5, 2024, along with other related proxy materials. These documents are available free of charge on the SEC’s website at www.sec.gov.

 

To request a separate copy of the proxy materials or for further assistance, unitholders may contact our Investor Relations team by:

 

	●	Phone: [phone]
	●	Mail: Belpointe PREP, LLC, 255 Glenville Road, Greenwich, Connecticut 06831
	●	Email: [e-mail]

 

About Belpointe OZ

 

Belpointe OZ is a publicly traded qualified opportunity fund, listed on NYSE American under the symbol “OZ.” To date, Belpointe OZ has over 2,500 units in its development pipeline throughout four cities, representing an approximate total project cost of over $1.3 billion.

 

Belpointe OZ has filed two registration statements (including a combined prospectus) with the U.S. Securities and Exchange Commission (“SEC”) for the offer and sale of up to an aggregate of $1,500,000,000 of Class A units representing limited liability interests in Belpointe OZ (the “Class A units”). Before you invest, you should read Belpointe OZ’s most recent prospectus and the other documents that it has filed with the SEC for more complete information about Belpointe OZ and the offering. Investing in Belpointe OZ’s Class A units involves a high degree of risk, including a complete loss of investment. Prior to making an investment decision, you should carefully consider Belpointe OZ’s investment objectives and strategy, risk factors, fees and expenses and any tax consequences that may results from an investment in Belpointe OZ’s Class A units. To view Belpointe OZ’s most recent prospectus containing this and other important information visit sec.gov or investors.belpointeoz.com. Alternatively, you may request Belpointe OZ send you the prospectus by calling [phone] or emailing [e-mail]. Read the prospectus in its entirety before making an investment decision.

 

 

Cautionary Note Regarding Forward-Looking Statements

 

Certain statements in this press release may be considered forward-looking, such as statements containing estimates, projections, and other forward-looking information. Forward-looking statements are typically identified by words and phrases such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” or the negative of such words and other comparable terminology. However, the absence of these words does not mean that a statement is not forward-looking. Any forward-looking statements expressing an expectation or belief as to future events is expressed in good faith and believed to be reasonable at the time such forward-looking statement is made. However, these statements are not guarantees of future events and involve risks, uncertainties, and other factors beyond our control. Therefore, we caution you against relying on any of these forward-looking statements. Actual outcomes and results may differ materially from what is expressed in any forward-looking statement. Except as required by applicable law, including federal securities laws, we do not intend to update any of the forward-looking statements to conform them to actual results or revised expectations.

 

Investor Relations and Media Contact:

 

Cody H. Laidlaw

Belpointe PREP, LLC

255 Glenville Road

Greenwich, Connecticut 06831

[e-mail]

203-883-1944

 

 

Cover	Dec. 31, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2024
Entity File Number	001-40911
Entity Registrant Name	Belpointe PREP, LLC
Entity Central Index Key	0001807046
Entity Tax Identification Number	84-4412083
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	255 Glenville Road
Entity Address, City or Town	Greenwich
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06831
City Area Code	(203)
Local Phone Number	883-1944
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A units
Trading Symbol	OZ
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

---