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): 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 incorporation)		(Commission File Number)		(IRS Employer 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 5.07 Submission of Matters to a Vote of Security Holders.

 

On January 28, 2025, Belpointe PREP, LLC (the “Company”) held its annual meeting of unitholders (the “Annual Meeting”). As of October 30, 2024, the record date for the Annual Meeting, the Company had 3,647,093 Class A units, 100,000 Class B units and one Class M unit outstanding. Holders of the Company’s Class A units and Class B units were entitled to one vote per unit on all matters submitted for approval of the unitholders at the Annual Meeting. The holder of the Company’s Class M unit was entitled to that number of votes equal ten times the aggregate number of Class A units and Class B units outstanding on those matters which the Class M unit is entitled to vote.

 

At the Annual Meeting holders of the Company’s Class A and Class B units voted together as a single class on proposals to elect one Class III director and ratify appointment of the Company’s independent registered public accounting firm, each of the proposals is described in greater detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on November 5, 2024. The holder of the Company’s Class M unit voting separately as a class was entitled to elect one Class III director (the “Class M Director”), but was not entitled to vote on any of the other proposals. Unitholders approved each of the proposals presented for a vote. The tables below set forth the number of votes cast for and against or withheld, and the number of abstentions or broker non-votes, for each matter voted upon by the Company’s unitholders.

 

1. The individuals below were elected at the Annual Meeting to serve as Class III directors of the Company until the 2027 annual meeting of the unitholders or until their respective successors are duly elected or appointed and qualified or until their earlier resignation, removal, incapacity or death.

 

Director Nominee		For				Against				Abstain				Broker Non-Votes
Brandon Lacoff			37,470,930				—				—				—
Dean Drulias			1,979,346				73,027				15,217				1,483,161

 

2. The ratification of the appointment of Citrin Cooperman & Company, LLP, as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2024. There were no broker non-votes on this proposal.

 

For				Against				Abstain				Broker Non-Votes
	2,040,240				73,027				15,217				1,518,609

 

Item 7.01 Regulation FD Disclosure.

 

On January 8, 2025, the Company announced that it had received a letter, on January 6, 2025, from NYSE American LLC (“NYSE American”) indicating that, as a result of having not held its annual meeting of unitholders for the fiscal year ended December 31, 2023 by December 31, 2024, the Company was not in compliance with the continued listing standards set forth in Section 704 of the NYSE American Company Guide (the “Listing Standards”).

 

On January 30, 2025, following the Annual Meeting, the Company received a letter from NYSE American, acknowledging that the Company was back in compliance with the Listing Standards.

 

A copy of the press release announcing that the Company had regain compliance with the Listing Standards is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01 Exhibits

 

Exhibit Number		Description
99.1		Press Release, dated January 30, 2025, 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: February 3, 2025

 

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

 

 

 

 

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 NYSE American LLC (“NYSE American”) that we have regained compliance with the continued listing standards following the successful completion of our 2024 Annual Meeting of Unitholders on January 28, 2025.

 

The Company was originally notified by NYSE American of non-compliance with the continued listing standards as a result of rescheduling our 2024 Annual Meeting in 2025. With the meeting now complete, Belpointe OZ has fulfilled its obligations and we have been formally notified that we have regained compliance with all applicable listing requirements.

 

“We appreciate the patience and support of our unitholders as we worked to resolve this matter,” said Brandon Lacoff, Chief Executive Officer of Belpointe OZ. “With compliance restored, we remain focused on executing our investment strategy and creating long-term value for our unitholders through high-quality real estate investments in Opportunity Zones across the country.”

 

Belpointe OZ continues to leverage its publicly traded structure, providing investors with liquidity, transparency, and access to Opportunity Zone investments without the typical constraints of private funds. The Company has actively invested in prime residential and mixed-use developments in high-growth markets, reinforcing its position as a leader in the Opportunity Zone space.

 

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	Feb. 03, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 03, 2025
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

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