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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): September 15, 2025 (September 19, 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 15, 2025, 900 Eighth, LP, a Tennessee limited partnership (the “Seller”), and indirect majority-owned subsidiary
of the Belpointe PREP, LLC (together with its subsidiaries, “we” “us” “our” or the “Company”),
entered into an Agreement for Purchase and Sale of Property (the “Purchase and Sale Agreement”) with WP South Acquisitions,
L.L.C., a Georgia limited liability company (the “Buyer”), for the sale of our approximately 3.2-acre land assemblage located
at 900 8th Avenue South, Nashville, Tennessee, together with all improvements thereon and rights to intangible personal property related
thereto (collectively, “900 8th Avenue South”), for an aggregate purchase price of $19.3 million, subject to adjustment for
any additional number of units that the Buyer is permitted and intends to construct in excess of the minimum number of units set forth
in the Purchase and Sale Agreement.
Under
the terms and conditions of the Purchase and Sale Agreement, August 26, 2025 will be the contract date (the “Contract Date”),
the entitlement date will fall 120 days after the Contract Date, subject to one 30-day discretionary extension by the Buyer (the “Entitlement
Date”), the inspection date will fall 30 days after the Entitlement Date (the “Inspection Date”) and, subject to the
remaining customary terms and conditions set forth in the Purchase and Sale Agreement, the anticipated closing of the sale of the Property
(the “Closing”) will take place on the earlier of 180 days following the Inspection Date or any other closing date (the “Closing
Date”) chosen by the Buyer upon seven days prior written notice to the Seller, such Closing Date subject to three additional 30-day
discretionary extensions by the Buyer. The Purchase and Sale Agreement is also subject to certain customary representations, warranties
and conditions to closing.
Within
five business days of the Contract Date the Buyer posted a $150,000 earnest money deposit with an escrow agent (the “Earnest Money”),
which Earnest Money is, and any deposits for extension by the Buyer are, non-refundable after the Inspection Date, except as otherwise
provided in the Purchase and Sale Agreement.
The
foregoing description of the Purchase and Sale Agreement, is a summary, does not purport to be complete and is qualified in its entirety
by reference to the Purchase and Sale Agreement, a copy of which we expect to file as an exhibit to our Quarterly Report on Form 10-Q
for the quarter ended September 30, 2025.
Forward-Looking
Statements
This
Current Report on Form 8-K (this “Form 8-K”) contains “forward-looking statements” within the meaning of Section
27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), which reflect the current views of Belpointe PREP, LLC, a Delaware limited liability company
(together with its subsidiaries, “we,” “us,” “our” or the “Company”) and which are intended
to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995. The
words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “goal,”
“may,” “might,” “plan,” “predict,” “project,” “seek,” “target,”
“potential,” “will,” “would,” “could,” “should,” “continue,”
and similar expressions are intended to identify forward looking statements, although not all forward looking statements contain these
identifying words. All statements other than statements of historical fact including, without limitation, statements with respect to
expectations regarding the closing and the use of the net proceeds of the real estate transaction reported herein are forward-looking
statements. Additionally, forward looking statements are subject to risks, trends, and uncertainties. We cannot provide you with assurances
that the assumptions upon which our forward-looking statements are based will prove to have been correct. Should one o more risks materialize,
or should underlying assumptions prove incorrect, actual results may vary materially from those expressed or implied in any forward looking
statements, and you are cautioned not to place undue reliance on these forward-looking statements, which are current only as of the date
of this Form 8-K. We do not intend to update or revise any forward looking statements made herein or any other forward looking statements
as a result of new information, future events or otherwise. We further expressly disclaim any written or oral statements made by a third
party regarding the subject matter of this Form 8-K.
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:
September 19, 2025
| |
BELPOINTE
PREP, LLC |
| |
|
|
| |
By: |
/s/
Brandon E. Lacoff |
| |
|
Brandon
E. Lacoff |
| |
|
Chairman
of the Board and Chief Executive Officer |
