8-K - OZ - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM8-K

CURRENTREPORT

Pursuantto Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 12, 2021

BelpointePREP, LLC

(Exact name of registrant as specified in its charter)

Delaware	001-40911	84-4412083
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File<br> Number)	(IRS<br> Employer<br><br> <br>Identification<br> 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. ☐

Item2.01 Completion of Acquisition or Disposition of Assets.

On October 12, 2021, BREIT Merger, LLC, a Delaware limited liability company (“BREIT Merger”), and wholly-owned subsidiary of Belpointe PREP, LLC, a Delaware limited liability company (“Belpointe PREP”), completed the previously reported acquisition of BREIT, LLC, a Maryland limited liability company (“BREIT”), and predecessor to Belpointe REIT, Inc., a Maryland corporation (“Belpointe REIT”), pursuant to the terms of an Agreement and Plan of Merger, dated April 21, 2021 (the “Merger Agreement”), by and among Belpointe PREP, BREIT Merger and Belpointe REIT.

As previously disclosed, in accordance with the terms of the Merger Agreement, on April 21, 2021, BREIT Merger commenced an offer (the “Offer”) to exchange each outstanding share of common stock, par value $0.01 per share (the “Common Stock”), of Belpointe REIT validly tendered in the Offer for 1.05 Class A units (the “Class A Units”) representing limited liability company interests of Belpointe PREP, with any fractional Class A Units rounded up to the nearest whole unit (the “Transaction Consideration”).

The Offer expired at 11:59 P.M. New York City time on June 18, 2021. Securities Transfer Corporation, the depository and exchange agent for the Offer, advised Belpointe PREP that as of expiration of the Offer 764,898 shares of Common Stock had been validly tendered, representing 64.27% of the issued and outstanding shares of Common Stock. The Minimum Condition (as defined in the Merger Agreement) for the Offer was satisfied because the number of shares of Common Stock validly tendered represented at least a majority of the aggregate voting power of the shares of Common Stock outstanding immediately following consummation of the Offer. On September 14, 2021, BREIT Merger accepted for exchange all of the shares of Common Stock validly tendered in the Offer.

Effective September 14, 2021, Belpointe REIT completed the QOZB Sale (as defined in the Merger Agreement), and, on October 1, 2021, completed the Conversion (as defined in the Merger Agreement), wherein each outstanding share of Common Stock of Belpointe REIT was converted into a limited liability company interest (the “Interests”) of BREIT. All other conditions to the Merger (as defined in the Merger Agreement) having been satisfied, on October 14, 2021, pursuant to the terms of the Merger Agreement and in accordance with §4A-702 of the Maryland Limited Liability Company Act and §18-209 of the Delaware Limited Liability Company Act, BREIT merged with and into BREIT Merger, with BREIT Merger surviving. In the Merger, each Interest that was issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive the Transaction Consideration.

The foregoing descriptions of the Merger Agreement, Offer, QOZB Sale, Conversion and Merger do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Annex A to Belpointe PREP’s Registration Statement on Form S-4 (the “Form S-4”) filed with the Securities and Exchange Commission on April 21, 2021, and to the discussion of the transactions in the Form S-4, each of which is incorporated herein by reference.

Item8.01 Other Events

On October 13, 2021, Belpointe PREP issued a press release announcing that its Class A units will commence trading on the NYSE American LLC (“NYSE American”) effective at the open of markets on October 18, 2021. The Belpointe PREP’s Class A units will trade on NYSE American under the ticker symbol “OZ.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item9.01 Exhibits

Exhibit Number	Description
99.1	Press Release dated October 13, 2021.

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 14, 2021

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

Exhibit99.1

BelpointePREP, LLC to Commence Trading on NYSE American on October 18

GREENWICH, CONNECTICUT–October 13, 2021 (PR Newswire)–Belpointe PREP, LLC (“Belpointe PREP”), the first publicly traded qualified opportunity fund, announced today that its Class A units will commence trading on the NYSE American LLC (“NYSE American”) effective at the open of markets on October 18, 2021.

Belpointe PREP’s Class A units will trade on NYSE American under the ticker symbol “OZ.” and are

“We’re excited to bring Belpointe PREP to NYSE American” stated Brandon Lacoff, Belpointe PREP’s Chief Executive Officer, “our innovative structure, as a qualified opportunity fund and publicly traded partnership, offers unitholders a number of key tax benefits—such as the opportunity to defer, reduce and even eliminate recognition of capital gains, as well as to receive pass-through depreciation to offset other taxable income—and now, as the only qualified opportunity fund traded on a national securities exchange, we believe unitholders will further benefit from our enhanced profile and increased trading liquidity.

AboutBelpointe PREP

Belpointe PREP, LLC is the first publicly traded qualified opportunity fund approved for listing on a national securities exchange. Belpointe PREP’s investments consist of properties located in qualified opportunity zones for the development or redevelopment of multifamily, student housing, senior living, healthcare, industrial, self-storage, hospitality, office, mixed-use, data centers and solar projects located throughout the United States and its territories. Belpointe PREP also intends to acquire, develop or redevelop and manage a wide range of commercial real estate assets located throughout the United States and its territories, including, but not limited to, real estate-related assets, such as commercial real estate loans and mortgages, and debt and equity securities issued by other real estate-related companies, as well as making private equity acquisitions and investments, and opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses, with the goal of increasing distributions and capital appreciations.

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:

Belpointe PREP, LLC

255 Glenville Road

Greenwich, Connecticut 06831

IR@belpointeoz.com