false
0001807046
0001807046
2025-10-03
2025-10-03
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): October 3, 2025 (September 29, 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) |
(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
1.01 Entry into a Material Definitive Agreement.
On
September 29, 2025 (the “Effective Date”), BPOZ 1991 Main, LLC, a Delaware limited liability company (“BPOZ 1991 Main”),
and indirect majority-owned subsidiary of Belpointe PREP, LLC (together with its subsidiaries, “we,” “us,” “our,”
or the “Company”), entered into a variable-rate mortgage loan agreement (the “1991 Main Mortgage Loan Agreement”)
with SM Finance III LLC, a Delaware limited liability company (the “Lender”), for up to $163.3 million in principal amount
(the “1991 Main Mortgage Loan”), which is secured by our 1991 Main Street, Sarasota, Florida, development project (“Aster
& Links”).
On
the Effective Date, approximately $114.1 million of the initial $138.3 million advance of proceeds under the 1991 Main Mortgage Loan
(the “Initial Mortgage Loan Advance”) was used to refinance the remaining balance of our variable rate constriction loan
with Bank OZK. Advances under 1991 Main Mortgage Loan will initially bear interest at a fluctuating rate equal to the Term SOFR (as
defined in the 1991 Main Mortgage Loan Agreement) plus 1.5%. The remainder of the Initial Mortgage Loan Advance and any additional
advances may be used to fund expenses in connection with leasing the non-residential space at Aster & Links, and for certain
capital expenditures, debt service, carry amounts and earnouts (the “Permitted Use of Proceeds”). The 1991 Main Mortgage
Loan has an initial maturity date of October 11, 2027, and contains two one-year extensions, exercisable at BPOZ 1991 Main’s
option, subject to certain restrictions.
On
the Effective Date BP Mezz 1991 Main, LLC, a Delaware limited liability company (the “BP Mezz 1991 Main”), the holding company
for BPOZ 1991 Main and our indirect majority-owned subsidiary, also entered into a mezzanine loan agreement (the “1991 Main Mezzanine
Loan Agreement”) with the Lender, for up to $40.8 million in principal amount (the “1991 Main Mezzanine Loan”), which
is secured by a pledge of BP Mezz 1991 Main’s interest in BPOZ 1991 Main. The 1991 Main Mezzanine Loan also has an initial maturity
date of October 11, 2027, and contains two one-year extensions, exercisable at BP Mezz 1991 Main’s option, subject to certain restrictions.
On
the Effective Date, approximately $34.6 million of the initial advance of proceeds under the 1991 Main Mezzanine Loan together with
approximately $17.1 million from the Initial Mortgage Loan Advance was used to refinance the remaining balance of our mezzanine loan
with Southern Realty Trust Holdings, LLC. Advances under the 1991 Main Mezzanine Loan will initially bear interest at a fluctuating
rate equal to the Term SOFR (as defined in the 1991 Main Mezzanine Loan Agreement) plus 6.75%. Any additional advances under the
1991 Main Mezzanine Loan may be used for the Permitted Use of Proceeds.
The
foregoing description of the 1991 Main Mortgage Loan Agreement and 1991 Main Mezzanine Loan Agreement, 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.
Item
2.03 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 herein.
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 3, 2025
| |
BELPOINTE
PREP, LLC |
| |
|
|
| |
By: |
/s/
Brandon E. Lacoff |
| |
|
Brandon
E. Lacoff |
| |
|
Chairman
of the Board and Chief Executive Officer |
