8-K/A
Belpointe PREP, LLC (OZ)
UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**** Washington, D.C. 20549
FORM
8-K/A
(AmendmentNo. 1)
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, 2025 (September 29, 2025)
BelpointePREP, LLC
(Exact name of registrant as specified in its charter)
| Delaware | 001-40911 | 84-4412083 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> of incorporation) | (Commission<br><br> File Number) | (IRS<br> Employer<br><br> Identification No.) |
| 255 Glenville Road Greenwich, Connecticut | 06831 | |
| --- | --- | |
| (Address<br> or principal executive offices) | (Zip<br> Code) |
(203)883-1944
(Registrant’s telephone number, including area code)
NotApplicable
(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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> of Class | Trading<br> Symbol | Name<br> of Exchange on which registered |
|---|---|---|
| Class<br> A units | OZ | NYSE<br> 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. ☐
EXPLANATORY
NOTE
This Amendment No. 1 on Form 8-K/A to Belpointe PREP, LLC’s (together with its subsidiaries, “we,” “us,” “our,” or the “Company”) Current Report on Form 8-K filed on October 3, 2025 (the “Initial Report”), is being filed to amend, restate and supplement the disclosures set forth in the Initial Report, and supersedes and replaces the content of the Initial Report in its entirety.
Item1.01 Entry into a Material Definitive Agreement.
On September 29, 2025, we, through our indirect majority-owned subsidiaries, BPOZ 1991 Main, LLC, a Delaware limited liability company (“BPOZ 1991 Main”), and BP Mezz 1991 Main, LLC, a Delaware limited liability company and holding company for BPOZ 1991 Main (“BP Mezz 1991 Main” and, together with BPOZ 1991 Main, the “Borrowers”), entered into a variable-rate mortgage loan agreement (the “1991 Main Mortgage Loan Agreement”) and variable-rate mezzanine loan agreement (the “1991 Main Mezzanine Loan Agreement” and, together with the 1991 Main Mortgage Loan Agreement, and all other agreements and instruments executed by the Borrowers or the Company in connection therewith, the “Loan Agreements”) with SM Finance III LLC, a Delaware limited liability company (the “Lender”), for up to approximately $204.14 million in aggregate principal amount (the “Loans”), of which a total of approximately $172.83 million was advanced at the closing (the “Initial Advance”). The Loans bear interest at a fluctuating rate based on: (i) Term SOFR (as defined in the Loan Agreements), subject to a 3.25% floor, plus (ii) a blended rate of 2.55%, require interest-only monthly payments during their term, and initially mature on October 11, 2027, with two one-year extensions (each, an “Extension”) exercisable at the Borrowers’ election, but subject to Lender approval based on certain terms and conditions set forth in the Loan Agreements.
We used approximately $165.76 million of the proceeds from the Initial Advance to extinguish our existing variable-rate construction loan with Bank OZK and mezzanine loan with Southern Realty Trust Holdings, LLC. The remaining proceeds from the Initial Advance and any proceeds from additional advances may be used to fund expenses that we incur or advance in connection with leasing the non-residential space at 1991 Main Street, Sarasota, Florida (“Aster & Links”), as well as for certain capital expenditures, and, subject to certain terms and conditions set forth in the Loan Agreements, to fund up to an aggregate of $9 million in Earnouts, and up to an aggregate of $9 million in Approved Debt Service and Carry Expenses (each as defined in the Loan Agreements).
The Loans are secured by a first-priority mortgage on Aster & Links by BPOZ 1991 Main in favor of the Lender, and a pledge by BP Mezz 1991 Main of all of its rights, title and interest in BPOZ 1991 Main to the Lender. In addition, we have entered into a series of guaranty agreements (the “Guaranty Agreements”) in favor of the Lender, whereby the Company, as guarantor, has guaranteed payment and performance of certain of the Borrowers’ obligations under the Loan Agreements. The Guaranty Agreements also require, among other things, that we maintain certain net worth and liquid asset standards during the term of the Loans.
In connection with the Loans, the Borrowers entered into an interest rate cap agreement (the “Interest Rate Cap”) with a notational amount of approximately $204.14 million and Term SOFR strike rate equal to 6.0% per annum, which Interest Rate Cap has been assigned to the Lender pursuant to the terms of the Loans Agreements. The Interest Rate Cap will continue through October 15, 2027, and, pursuant to the terms of the Loan Agreement, must either be extended or the Borrowers must enter into a new interest rate cap agreement that extends through the date of any Extensions granted by the Lender.
The Loan Agreements contain customary events of default, and corresponding grace periods, including, without limitation, payment defaults, bankruptcy-related defaults, defaults caused by the Borrowers failure to perform certain of their obligations under the Loan Agreements or by the Borrowers’ breach of their representations and warranties in the Loan Agreements. The Loan Agreements also contain customary financial, leasing and environmental covenants, cash management requirements, requirements regarding the management and maintenance of Aster & Links and maintenance of insurance on Aster & Links, transfer and assumption restrictions and limitations on the incurrence of debt and granting of liens.
In addition, the Loan Agreements provide the Lender with the right to sell or transfer the Loans, sell participation interests in the Loans or to securitize the Loans, and provide that the Borrowers will cooperate and assist the Lender in connection with any of the foregoing transactions, including by providing updated financial and other information for inclusion in any offering documents associated with such transactions.
The foregoing description of the Loans Agreements does not purport to be complete and is qualified in its entirety by reference to the agreements, copies of which we expect to file as exhibits to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.
Item2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release, dated October 9, 2025, issued by Belpointe PREP, LLC. |
| 104 | Cover<br> 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: October 9, 2025
| BELPOINTE PREP, LLC | |
|---|---|
| By: | /s/ Brandon E. Lacoff |
| Brandon<br> E. Lacoff | |
| Chairman<br> of the Board and Chief Executive Officer |
Exhibit 99.1
Belpointe OZ Secures $204 Million Loan to Refinance Aster & Links in Sarasota, FL
Greenwich,CT (October 9, 2025) – Belpointe PREP, LLC (“Belpointe OZ,” “we,” “us,” “our” or the “Company”) (NYSE American: OZ), a publicly traded qualified opportunity fund, today announced that it has closed on a refinance transaction for approximately $204.14 million with an affiliate of Affinius Capital LLC (“Affinius Capital”), an integrated institutional real estate investment firm, for the Company’s flagship Sarasota development, Aster & Links.
A portion of the transaction proceeds have been used to refinance existing debt and the remaining proceeds will support the continued lease-up and stabilization of Aster & Links, our newly completed, Class A, 424-unit multifamily property with more than 50,000 square feet of grocery-anchored retail. In addition, the refinance will save Belpointe OZ an estimated multiple millions of dollars per year, providing substantial ongoing financial benefit to the Company and its investors.
Aster & Links has already attracted strong leasing demand, with more than 50% of its residential units leased and its retail offering anchored by a Sprouts Farmers Market^®^, alongside curated retail, spa, and restaurant offerings that complement the project’s residential lifestyle.
Situated in the heart of downtown Sarasota, Aster & Links offers residents an elevated living experience with thoughtfully designed and spacious one-, two- and three-bedroom apartments, many featuring powder rooms or dens perfect for entertaining. Two-level penthouses provide soaring ceilings, grand townhome-style layouts, and premium appliance packages, complemented by world-class amenities that rival high-end resorts and condos. Perfectly positioned just steps from Sarasota’s vibrant arts, dining, and waterfront attractions, Aster & Links continues to attract discerning residents seeking a dynamic yet relaxed coastal lifestyle.
“The refinance of Aster & Links marks an important milestone for Belpointe OZ,” said Brandon Lacoff, Chief Executive Officer of Belpointe OZ. “This refinance, completed with a respected institutional partner in Affinius Capital, reflects both the quality of the asset and our ability to execute on developments that create long-term value for our investors and residents.”
Tal Bar-Or of Lantern Real Estate Advisors + Partners arranged the financing.
AboutBelpointe 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 a 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 $750,000,000 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.
About Affinius Capital LLC
Affinius Capital^®^ is an integrated institutional real estate investment firm focused on value-creation and income generation. With a 40-year track record and $63 billion in gross assets under management, Affinius has a diversified portfolio across North America and Europe providing both equity and credit to its trusted partners and on behalf of its institutional clients globally. For more information, visit www.affiniuscapital.com.
AboutAster & Links
Aster & Links is one of Sarasota’s premier mixed-use luxury communities, offering sophisticated rental residences and vibrant retail in the heart of downtown Sarasota. With distinctive design, upscale amenities, and an unbeatable location, Aster & Links delivers an exceptional living experience infused with comfort, connection, and culture. Learn more at asterandlinks.com or by calling (888) 680-3897.
CautionaryNote Regarding Forward-Looking Statements
This press release (this “Press Release”) contains express or implied “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to qualify for the “safe harbor” from liability established by those sections. Forward-looking statements are based on our current beliefs and assumptions, and on information currently available to us, and only speak as of the date of this Press Release. All statements other than statements of historical fact, such as statements containing estimates, projections and other forward-looking information, are forward-looking statements. 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, including factors described in our filings with the SEC, such as those detailed under the heading “Risk Factors” in our annual report on Form 10-K and quarterly reports on Form 10-Q. We cannot provide you with assurance that any of the assumptions upon which our forward-looking statements are based will prove to be correct. Should one or more risks materialize, or should our underlying assumptions prove incorrect, actual results may vary materially from those expressed or implied in any forward-looking statements, and you are therefore cautioned against placing undue reliance on any forward-looking statements. Except as otherwise required by applicable law, including federal securities laws, we do not intend to update or revise any forward-looking statements as a result of new information, future events, actual results, revised expectations or otherwise We further expressly disclaim any written or oral statements made by a third party regarding the subject matter of this Press Release.
Investor Relations and Media Contact:
Cody H. Laidlaw
Belpointe PREP, LLC
255 Glenville Road
Greenwich, Connecticut 06831
IR@belpointeoz.com
203-883-1944