8-K

UNITEDSTATESSECURITIES 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

BelpointePREP, LLC

(Exact name of registrant as specified in its charter)

(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:

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

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. ☐

Item8.01 Other Event

On December 16, 2022, Belpointe PREP, LLC (the “Company”) issued a press release announcing announced that all of its outstanding loans receivables, including a $30.0 million related party loan, have been repaid in full. On February 23, 2022, Belpointe OZ provided a commercial mortgage loan in the principal amount of $5.0 million (the “Visco Loan”) to Visco Propco, LLC (“Visco”). The Visco Loan was evidenced by a promissory note bearing interest at an annual rate of 6.0%, due and payable on February 18, 2023, and was secured by a first lien deed of trust on certain real property. Visco repaid the Visco Loan in full on December 6, 2022. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item9.01 Exhibits

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 20, 2022

Exhibit99.1

BelpointePREP, 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.

On February 23, 2022, Belpointe OZ provided a commercial mortgage loan in the principal amount of $5.0 million (the “Visco Loan”) to Visco Propco, LLC (“Visco”). The Visco Loan was evidenced by a promissory note bearing interest at an annual rate of 6.0%, due and payable on February 18, 2023, and was secured by a first lien deed of trust on certain real property. Visco repaid the Visco Loan in full on December 6, 2022.

On June 28, 2022, Belpointe OZ provided a commercial mortgage loan in the principal amount of $30.0 million (the “Norpointe Loan”) to Norpointe, LLC (“Norpointe”), an affiliate of the Company’s Chief Executive Officer. The loan was evidenced by a promissory note bearing interest at an annual rate of 5.0%, due and payable on June 28, 2023, and was secured by a first mortgage lien on certain real property. Norpointe repaid the Norpointe Loan in full on December 13, 2022.

“The Visco Loan made it possible for us to acquire our latest development site in Nashville, Tennessee,” said Brandon Lacoff, Chief Executive Officer of Belpointe OZ, “while the Norpointe Loan enabled us to receive a 5% coupon on capital that would have otherwise been sitting in cash at a time when banks were offering rates of less than 1%. Having this cash back on the books allows us the flexibility to make additional acquisitions or place it into higher yielding prospects. Overall, we’re pleased with the performance of these two loans.”

AboutBelpointe OZ

Belpointe OZ is a publicly traded qualified opportunity fund, listed on NYSE American under the symbol “OZ.” To date, Belpointe OZ has raised more than $345 million of equity capital in its ongoing qualified opportunity fund offering, with 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 statement (including a prospectus) with the U.S. Securities and Exchange Commission (“SEC”) for the offer and sale of up to $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.

CautionaryNote 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.

Investorand Media Relations Contact:

Cody H. Laidlaw

Belpointe PREP, LLC

255 Glenville Road

Greenwich, Connecticut 06831

IR@belpointeoz.com

203-883-1944