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

 

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

 

(203) 883-1944

(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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On January 6, 2025, Belpointe PREP, LLC, a Delaware limited liability company (“Belpointe OZ, “we,” “us,” “our,” or the “Company”) received a letter from NYSE American LLC (“NYSE American”) indicating that, as a result of having not held its annual meeting of unitholders (the “Annual Meeting”) for the fiscal year ended December 31, 2023 by December 31, 2024, the Company is noncompliant with the continued listing standards set forth in Section 704 of the NYSE American Company Guide, and, consequently, the Company’s ticker symbol may include a below compliance (“.BC”) indicator until such time as the Company has held its Annual Meeting and regained compliance with the continued listing standards

 

On January 8, 2025, Belpointe OZ issued a press release announcing its receipt of the letter, a copy of which press release is attached as Exhibit 99.1 to this report

 

Item 8.01 Other Events.

 

On December 19, 2024, at 12:00 p.m. E.T., Belpointe OZ called its 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 January 8, 2025, Belpointe OZ announced that its adjourned Annual Meeting has been rescheduled for Tuesday, January 28, 2025 at 12:00 p.m. E.T. at the Company’s corporate headquarters, located at 255 Glenville Road, Greenwich, Connecticut 06831, to accommodate for the distribution of certain additional materials to its unitholders. 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 IR@belpointeoz.com 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, and other proxy materials related to the Annual Meeting, and Amendment No. 1 to our annual report on Form 10-K/A, filed with the SEC on September 20, 2024, which are available free of charge on the SEC’s website at sec.gov and on our website at investors.belpointeoz.com/filings.

 

On January 8, 2025, Belpointe OZ issued a press release announcing the rescheduling of its adjourned Annual Meeting, a copy of which press release is attached as Exhibit 99.1 to this report.

 

Item 9.01 Exhibits

 

Exhibit Number		Description
99.1		Press Release, dated January 8, 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: January 8, 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 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, January 28, 2025 at 12:00 p.m. E.T. at the Company’s corporate headquarters, located at 255 Glenville Road, Greenwich, Connecticut 06831, to accommodate for the distribution of certain additional materials to its unitholders. 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 IR@belpointeoz.com 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 have been no changes to the items of business that are scheduled to be voted on at the adjourned Annual Meeting. We encourage all of our unitholders to read our definitive proxy statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission (“SEC”) on November 5, 2024, and other proxy materials related to the Annual Meeting, and Amendment No. 1 to our annual report on Form 10-K/A, filed with the SEC on September 20, 2024, which are available free of charge on the SEC’s website at sec.gov and on our website at investors.belpointeoz.com/filings.

 

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

 

	●	Phone: 1-833-828-2721
	●	Mail: Belpointe PREP, LLC, 255 Glenville Road, Greenwich, Connecticut 06831
	●	Email: IR@belpointeoz.com

 

Belpointe OZ also today announced that, on January 6, 2025, the Company received a letter from NYSE American LLC (“NYSE American”) indicating that, as a result of having not held its Annual Meeting by December 31, 2024, the Company is noncompliant with the continued listing standards set forth in Section 704 of the NYSE American Company Guide, and, consequently, the Company’s ticker symbol may include a below compliance (“.BC”) indicator until such time as the Company has held its Annual Meeting and regained compliance with the continued listing standards.

 

The Company remains committed to maintaining its listing on the NYSE American and will take all necessary steps to ensure compliance with applicable continued listing standards.

 

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 (203) 883-1944 or emailing IR@belpointeoz.com. 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
IR@belpointeoz.com
203-883-1944

 

 

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Cover [Abstract]
Document Type	8-K
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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
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City Area Code	(203)
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Title of 12(b) Security	Class A units
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Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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