What changed in this filing

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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-03-11 · 231 added, 226 removed, 408 unchanged (53% of the section changed)

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In designing and evaluating

the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated,

our disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated,

can provide only reasonable and not absolute assurance of achieving the desired control objectives.

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Report on Internal Control Over Financial Reporting

Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation

report of our independent registered public accounting firm as permitted in this transition period under the rules of the SEC for newly

public companies.

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is a process

designed under the supervision of management, including our Chief Executive Officer and principal financial officer, to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting

purposes in accordance with U.S.

Our internal control

over financial reporting includes those policies and procedures that pertain to the maintenance of records that, in reasonable detail,

accurately and fairly reflect transactions and dispositions of our assets;

provide reasonable assurance that transactions are recorded

as necessary to permit preparation of financial statements in accordance with U.S.

GAAP, and that our receipts and expenditures are being

made only in accordance with authorizations of management and our Board;

provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material

effect on our financial transactions.

management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31,

2022 based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring

Organizations of the Treadway Commission.

Based on its assessment, management has determined that our internal control over

financial reporting as of December 31, 2022 was effective.

in Internal Control Over Financial Reporting

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Officers and Directors

following table sets forth information about our executive officers and directors as of March 7, 2022:

Chairman of the Board and Chief

Executive Officer

Martin Lacoff

Director, Chief Strategic Officer and Principal

Financial Officer

Independent Director

Timothy Oberweger

Independent Director

Ronald Young Jr.

Independent Director

following table sets forth information about our executive officers and directors as of the date of this Form 10-K:

of the Board and Chief Executive Officer

Chief Strategic Officer and Principal Financial Officer

has been our Chief Executive Officer since our founding in January 2020 and Chairman of our Board since September

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He was also Vice Chairman of the Board

of Directors and Chief Strategic Officer of Belpointe REIT, Inc., a qualified opportunity fund REIT and affiliate of our Manager and

Sponsor, since its founding in June 2018 through our acquisition of Belpointe REIT, Inc, in October 2021.

His considerable professional

experience includes former Vice-Chairman and Co-Founder of Walker Energy Partners, one of first publicly traded Master Limited Partnership

(MLP) that he brought public;

and former Chairman, Founder and General Securities Principal of LaClare Securities, Inc., a NASD broker

of Directors and Chief Strategic Officer of Belpointe REIT, Inc., a qualified opportunity fund and affiliate of our Manager and Sponsor,

since its founding in June 2018 through our acquisition of Belpointe REIT, Inc, in October 2021.

His considerable professional experience

includes former Vice-Chairman and Co-Founder of Walker Energy Partners, one of first publicly traded Master Limited Partnership (MLP)

that he brought public;

and former Chairman, Founder and General Securities Principal of LaClare Securities, Inc., a NASD broker dealer.

Lacoff was also formerly Vice President of institutional equities at Mitchell Hutchins and later Paine Webber.

previously served as a Director of Fortune Natural Resources Corporation, a public company that was listed on the American Stock Exchange

and is currently on the Board of Directors of the Lion’s Foundation of Greenwich, a charitable organization dedicated to helping

the blind and visually impaired.

Lacoff previously

served as a Director of Fortune Natural Resources Corporation, a public company that was listed on the American Stock Exchange and is

currently on the Board of Directors of the Lion’s Foundation of Greenwich, a charitable organization dedicated to helping the blind

and visually impaired.

Since 2012, Mr.

Lacoff has served as a Board of Director for Belpointe Multifamily Development Fund

I, LP, where he helps in real estate investment decisions.

Lacoff is an engineer by training, having graduated from Rensselaer Polytechnic

Institute and has a Master of Business Administration in Finance from the Simon Business School at University of Rochester.

was selected to serve as a director because of his extensive investment and financial experience and detailed knowledge of our acquisition

and operational opportunities and challenges.

Lacoff has served as a Board of Director for Belpointe Multifamily Development Fund I, LP, where

he helps in real estate investment decisions.

Lacoff is an engineer by training, having graduated from Rensselaer Polytechnic Institute

and has a Master of Business Administration in Finance from the Simon Business School at University of Rochester.

Lacoff was selected

to serve as a director because of his extensive investment and financial experience and detailed knowledge of our acquisition and operational

opportunities and challenges.

Drulias, Esq.

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He was also a member of the Board

of Directors of Belpointe REIT, Inc., a qualified opportunity fund REIT, an affiliate of our Manager and Sponsor.

Drulias formerly

served as Director, Corporate Secretary and General Counsel of Fortune Natural Resources Corporation, a public oil and gas exploration

and production services company that was listed on the American Stock Exchange.

Drulias was also a stockholder and a practicing attorney

at the law firm of Burris, Drulias & Gartenberg, where he specialized in the areas of energy, environmental and real property law.

Drulias received his undergraduate degree from the University of California Berkley and has a Juris Doctor degree from Loyola Law

of Directors of Belpointe REIT, Inc., a qualified opportunity fund, and affiliate of our Manager and Sponsor.

Drulias formerly served

as Director, Corporate Secretary and General Counsel of Fortune Natural Resources Corporation, a public oil and gas exploration and production

services company that was listed on the American Stock Exchange.

Drulias was also a stockholder and a practicing attorney at the

law firm of Burris, Drulias & Gartenberg, where he specialized in the areas of energy, environmental and real property law.

received his undergraduate degree from the University of California Berkley and has a Juris Doctor degree from Loyola Law School.

Drulias is a member of the California and Texas State Bars.

Drulias was selected as a director because of his senior

executive officer and board service experience.

Oberweger has been a Vice President and Senior Business Development Officer at Stewart Title Commercial Services, a title insurance

Drulias was selected as a director because of his senior executive officer

and board service experience.

Oberweger has been a Senior Vice President at Commonwealth Land Title Insurance Company, a subsidiary of Fidelity National Financial,

FNF), which provides real estate title insurance, escrow and closing services, and title-related services and specialty finance

solutions, since June 2022.

He has over 15 years of experience in the title insurance industry.

Previously, from October 2017 to June

Oberweger served as Vice President and Senior Business Development Officer at Stewart Title Commercial Services, a title insurance

and settlement company providing services to the real estate and mortgage industries since October 2017.

He has over 15 years of experience

in the title insurance industry.

Previously, from November 2015 to September 2017, Mr.

Oberweger served as Managing Director & Counsel

of First American Title Insurance Company.

From September 2009 to November 2015, Mr.

Oberweger served as Vice President & Counsel

of Fidelity National Title Insurance Company and, from September 2005 to August 2009, as Counsel of First American Title Insurance Company.

Oberweger served as chair of the Young Mortgage Bankers Association from August 2015 to December 2017, and since May 2010 has served

on the Executive Board of Brooklyn Law School’s Alumni Association.

From May 1995 to May 1996, he served on the Alumni Board of

Macalester College.

Oberweger is currently and has been since March 2018 a member of National Multifamily Housing Council and, since

January 2020, a member of Urban Land Institute, ULI and National Association for Industrial and Office Parks.

Oberweger has also

previously been a member of the Mortgage Bankers Association, MBA of New York, The International Council of Shopping Centers and served

as an elected member of the Representative Town Meeting in Greenwich, Connecticut from September 2011 to December 2017.

holds a Juris Doctor from Brooklyn Law School and a Bachelor of Arts from Macalester College.

From November 2015 to September

Oberweger served as Managing Director & Counsel of First American Title Insurance Company.

From September 2009 to November

Oberweger served as Vice President & Counsel of Fidelity National Title Insurance Company and, from September 2005 to August

2009, as Counsel of First American Title Insurance Company.

Oberweger served as chair of the Young Mortgage Bankers Association from

August 2015 to December 2017, and since May 2010 has served on the Executive Board of Brooklyn Law School’s Alumni Association.

From May 1995 to May 1996, he served on the Alumni Board of Macalester College.

Oberweger is currently and has been since March 2018

a member of National Multifamily Housing Council and, since January 2020, a member of Urban Land Institute, ULI and National Association

for Industrial and Office Parks.

Oberweger has also previously been a member of the Mortgage Bankers Association, MBA of New York,

The International Council of Shopping Centers and served as an elected member of the Representative Town Meeting in Greenwich, Connecticut

from September 2011 to December 2017.

Oberweger holds a Juris Doctor from Brooklyn Law School and a Bachelor of Arts from Macalester

Orser has been the President of Seaside Financial & Insurance Services, a San Diego, California based investment advisory

firm since 2009.

He was also a member of the Board of Directors of Belpointe REIT, Inc., a qualified opportunity fund REIT, an affiliate

of our Manager and Sponsor.

Orser began his career in finance supporting an Index Arbitrage desk at RBC Dominion Securities, then

moved to Merrill Lynch where he worked on the trading desk for the Equity Linked Products Group.

He is also a member of the Board of Directors of Belpointe REIT, Inc., a qualified opportunity fund, an affiliate of

our Manager and Sponsor.

Orser began his career in finance supporting an Index Arbitrage desk at RBC Dominion Securities, then moved

to Merrill Lynch where he worked on the trading desk for the Equity Linked Products Group.

Thereafter, he then joined Titan Capital,

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RVLT), which provides LED solutions to commercial, industrial and municipal organizations since 2010.

He was also a member of the Board

of Directors of Belpointe REIT, Inc., a qualified opportunity fund REIT, an affiliate of our Manager and Sponsor.

He is also a member of the Board

of Directors of Belpointe REIT, Inc., a qualified opportunity fund, an affiliate of our Manager and Sponsor.

Prior to 2010, Mr.

Young was a managing director and co-founder of Belray Capital, a Greenwich, Connecticut based real estate and investment firm, which

was later acquired by Belpointe.

Young has also held several positions in the investment and financial industry with MAC Pension

Inc., Strategies for Wealth Strategies (an agency of The Guardian Life Insurance Company of America), and AG Edwards & Sons Inc.

(now Wells Fargo Advisors).

was a managing director and co-founder of Belray Capital, a Greenwich, Connecticut based real estate and investment firm, which was later

acquired by Belpointe.

Young has also held several positions in the investment and financial industry with MAC Pension Inc., Strategies

for Wealth Strategies (an agency of The Guardian Life Insurance Company of America), and AG Edwards & Sons Inc.

(now Wells Fargo

Ron earned his undergraduate degree from the University of Connecticut.

Young was selected as a director

because of his extensive investment and real estate development experience.

Young was selected as a director because of his

extensive investment and real estate development experience.

Relationships

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investment opportunities, general market conditions and debt and equity financing opportunities.

The Executive Advisory Board will initially

consist of Sarah Broderick, Patrick Brogan, Donald Cogsville, Stephen Soler and Fredrick Stoleru.

The members of the Executive Advisory

Board will not participate in meetings of our Board unless specifically invited to attend.

The Executive Advisory Board will meet at

such times as requested by our Board or our Manager.

The members of the Executive Advisory Board can be appointed and removed and the

number of members of the Executive Advisory Board may be increased or decreased by our Manager from time to time for any reason.

appointment and removal of members of the Executive Advisory Board do not require approval of our Members.

The members of our Executive

Advisory Board are set forth below.

The Executive Advisory Board consists

of Sarah Broderick, Patrick Brogan, Donald Cogsville, Daniel Kowalski, and Stephen Soler.

The members of the Executive Advisory Board

will not participate in meetings of our Board unless specifically invited to attend.

The Executive Advisory Board will meet at such times

as requested by our Board or our Manager.

The members of the Executive Advisory Board can be appointed and removed and the number of

members of the Executive Advisory Board may be increased or decreased by our Manager from time to time for any reason.

The appointment

and removal of members of the Executive Advisory Board do not require approval of our Members.

The members of our Executive Advisory

Board are set forth below.

Broderick is the Founder of The FEAT, formed in November 2018, which delivers products and services aimed at bringing professionals

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of the UConn softball team.

Brogan is the President of BB Land Holdings, a private real estate investment company, and an Officer of the Black-Brogan Foundation,

a family foundation focused on empowerment through education.

He was also a member of the Executive Board of Belpointe REIT, Inc., a

qualified opportunity fund REIT, an affiliate of our Manager and Sponsor.

Brogan’s has extensive background in data networking,

as he was an early employee at Breakaway Solutions, Blade Logic, Egenera, and Fuze.

Over the years Mr.

Brogan’s role ranged from

Engineering to Sales, to Investor, and ultimately Board of Directors.

Brogan’s extensive business background made him into

an expert investor and advisor to early-stage businesses.

Brogan holds a bachelor’s degree from Boston College.

Cogsville is the Chief Executive Officer of The Cogsville Group, a New York-based private equity real estate investment firm

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at the University of Massachusetts, the Board of the YMCA of Greenwich, and on several Town of Greenwich Boards and Advisory Committees.

Stoleru is a Principal with Blackburn Point Realty, the real estate affiliate of Hepco Capital Management, LLC, a private investment

firm that seeks to make controlled investments in diverse business sectors, particularly real estate, middle market private operating

companies, and energy and financial companies.

Prior to Blackburn, Mr.

Stoleru was the President and Chief Executive Officer of Atlas

Resources LLC and Vice President of the general partner of Atlas Growth Partners, L.P., which owns and operates natural gas drilling

partnerships.

In addition to experience at Atlas, Mr.

Stoleru has a considerable professional experience that includes serving as Vice

President of Business Development at Resource Financial Institutions Group, Inc., a Principal of NPV/Direct Invest, an Associate at the

Capital Transactions Group of the Shorenstein Company, and an Investment Banking Associate with JP Morgan Investment Management.

Stoleru received a Master of Business Administration degree from Georgetown University and a Bachelor of Science degree in business from

the University of Delaware.

purpose of the audit committee is to assist our Board in overseeing and monitoring the quality and integrity of our financial statements,

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Executive Compensation.

are externally managed and currently have no employees or intention of having any employees who serve as executive officers of the Company.

Our executive officers serve as officers of affiliates of our Manager and our Sponsor and are employees of such affiliate or one or more

of their respective affiliates.

We rely on our Manager to manage our day-to-day operations, implement our investment objectives and investment

strategy and perform certain services for us pursuant to the Management Agreement.

Our executive officers do not receive any compensation

from us or any of our subsidiaries, but rather are compensated by their respective employers.

In addition, the Management Agreement does

not require that our executive officers devote a specific amount of time to the business and affairs of the Company.

are externally managed and currently have no employees or intention of having any employees.

Our executive officers also serve as officers

of our Manager and our Sponsor or one or more of their affiliates.

Our management agreement provides that our Manager will be responsible

for managing our day-to-day operations and investment activities, as such our executive officers do not receive compensation from us

or any of our subsidiaries for serving as our executive officers but, rather, receive compensation from our Manager.

We will not reimburse

our Manager for any compensation paid to our executive officers.

Our management agreement does not require our executive officers to

dedicate a specific amount of time to the conduct of our business and affairs or prohibit our executive officers from engaging in other

activities or providing services to other persons, including affiliates of our Manager and Sponsor.

Accordingly, our Manager has informed

us that it cannot identify the portion of compensation it will award to our executive officers that relates solely to such executives’

services to us, as our Manager does not compensate its employees specifically for such services.

Furthermore, we do not have employment

agreements with our executive officers, we do not provide pension or retirement benefits, perquisites or other personal benefits to our

executive officers, our executive officers have not received any nonqualified deferred compensation and we do not have arrangements to

make payments to our executive officers upon their termination or in the event of a change in control of us.

Director Compensation

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any person known to us to be the beneficial owner of more than 5% of our outstanding units.

of March 7, 2022, there were 3,382,149 Class A units issued and outstanding, 100,000 Class B units issued and outstanding

and one Class M unit issued and outstanding.

of March 24, 2023, there were 3,523,449 Class A units issued and outstanding, 100,000 Class B units issued and outstanding and one Class

M unit issued and outstanding.

ownership is determined in accordance with the rules of the SEC.

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the persons named below is c/o Belpointe PREP, LLC, 255 Glenville Road, Greenwich, Connecticut 06831.

A units Beneficially Owned

B units Beneficially Owned

M units Beneficially Owned

Beneficial Owner

Class A units Beneficially Owned

Class B units Beneficially Owned

Class M units Beneficially Owned

Name of Beneficial Owner

Directors and Officers

Lacoff (1)(2)

Martin Lacoff (3)

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5% Unitholders

Empirical Financial Services,

Empirical Financial Services, LLC.

Empirical Wealth Management (4)

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Partners III, owns 12 Class A units and Martin Lacoff and his spouse share voting and dispositive power with respect to the Class

on information contained in a Schedule 13G filed with the SEC by Empirical Financial Services, LLC.

on information contained in a Schedule 13G/A filed with the SEC by Empirical Financial Services, LLC.

Empirical Wealth Management

(“Empirical”) on February 7, 2023.

According to the Schedule 13G, as of December 31, 2021, Empirical had sole power

to vote or direct the vote of 217,722 of our Class A units beneficially owned and sole power to dispose of or direct the disposition

According to the Schedule 13G, as of December 31, 2022, Empirical had sole power to

vote or direct the vote of 227,619 of our Class A units beneficially owned and sole power to dispose of or direct the disposition

of 257,739 of our Class A units beneficially owned.

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Suite 3150, Seattle, Washington 98101.

The Schedule 13G provides information only as of December 31, 2021 and, consequently, the

beneficial ownership of Empirical may have changed between December 31, 2021 and March 11, 2022.

The Schedule 13G/A provides information only as of December 31, 2022 and, consequently, the

beneficial ownership of Empirical may have changed between December 31, 2022 and the filing date of this Form 10-K.

Certain Relationships and Related Transactions, and Director Independence.

following describes all transactions during the fiscal year ended December 31, 2021 and all currently proposed transactions involving

us, our executive officers, directors, Manager, Sponsor and any of their respective affiliates.

following describes all transactions during the year ended December 31, 2022 and all currently proposed transactions involving us, our

executive officers, directors, Manager, Sponsor and any of their respective affiliates.

Transactions with Belpointe REIT

the fiscal year ended December 31, 2021 we entered into a series of transaction with Belpointe REIT, Inc.

Belpointe REIT is an affiliate

of our Sponsor, and our Sponsor is indirectly owned by our Chief Executive Officer and beneficially owned by certain immediate

family members of our Chief Executive Officer.

to the Merger Agreement, we, through our wholly-owned subsidiary BREIT Merger, completed an Offer to exchange each outstanding share

of Belpointe REIT Common Stock validly tendered for 1.05 of our Class A units, with any fractional Class A units rounded up to the nearest

Following consummation of the Offer, and upon satisfaction of certain conditions precedent in the Merger Agreement, Belpointe

REIT converted into a limited liability company, BREIT, with each outstanding share of Common Stock converting into an Interest in BREIT,

and BREIT merged with and into BREIT Merger, with BREIT Merger surviving.

In the Merger, each Interest issued and outstanding immediately

prior to the Merger was converted into the right to receive the Transaction Consideration.

For additional details regarding the Offer

and the Merger see, Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Transactions with Belpointe REIT, Inc.”

to and in connection with the Offer and Merger, we entered into a series of loan transactions with Belpointe REIT whereby Belpointe REIT

advanced us an aggregate of $74.0 million evidenced by Secured Notes bearing interest at a rate of 0.14%, due and payable on the Maturity

Date and secured by all of our assets.

Upon consummation of the Merger, effective October 12, 2021, we entered into a Release and Cancellation

of Indebtedness agreement with BREIT Merger, the surviving entity in the Merger, pursuant to the terms of which BREIT Merger cancelled

the Secured Notes and discharged us from all obligations to repay the principal and any accrued interest on the Secured Notes.

For additional

details regarding the Secured Notes see, Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Transactions with Belpointe REIT, Inc.”

accordance with the terms of the Merger Agreement, Belpointe REIT sold its 1991 Main Interest to BI Holding.

In connection with the transaction

we provided a $24.8 million loan to BI Holding, evidenced by the BI Secured Note, bearing interest at a rate of 5% per annum and due

and payable at maturity on September 14, 2022.

BI Holding is indirectly owned by our Chief Executive Officer and beneficially owned by

certain immediate family members of our Chief Executive Officer.

Upon consummation of the Merger, we acquired the BI Secured Note as

successor in interest to Belpointe REIT.

November 30, 2021, we acquired the 1991 Main Interest from BI Holding in consideration of its payment to us of $0.3 million in interest

that had accrued under the terms of the BI Secured Note through November 30, 2021, and in satisfaction of its remaining obligations under

the BI Secured Note.

For additional details regarding our acquisition of the 1991 Main Interest see, Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Investments—Investments in Multifamily and Mixed-Use Rental Properties—1991 Main Street – Sarasota, Florida.”

the year ended December 31, 2021 we entered into a series of transaction with Belpointe REIT, Inc.

Belpointe REIT was an affiliate of

our Sponsor, and our Sponsor is indirectly owned by our Chief Executive Officer and beneficially owned by certain immediate family members

of our Chief Executive Officer.

to the terms of an Agreement and Plan of Merger (the “Merger Agreement”), we conducted an offer to exchange (the “Offer”)

each outstanding share of common stock (the “Common Stock”), of Belpointe REIT, Inc.

(“Belpointe REIT”) validly

tendered in the Offer for 1.05 of our Class A units, with any fractional Class A units rounded up to the nearest whole unit (the “Transaction

Consideration”).

The Offer was completed on September 14, 2021.

the Offer, and in accordance with the terms of the Merger Agreement, Belpointe REIT converted from a corporation into a limited liability

company (the “Conversion”) named BREIT, LLC (“BREIT”).

In the Conversion each outstanding share of Common Stock

was converted into a limited liability company interest (an “Interest”) in BREIT.

The Conversion was completed on October

the Conversion, and in accordance with the terms of the Merger Agreement, BREIT merged with and into BREIT Merger, LLC (“BREIT

Merger”), our wholly-owned subsidiary (the “Merger”).

In the Merger, each outstanding Interest was converted into the

right to receive the Transaction Consideration.

The Merger was completed on October 12, 2021.

to and in connection with the Offer and Merger, we entered into a series of loan transactions with Belpointe REIT, whereby Belpointe

REIT advanced us an aggregate of $74.0 million evidenced by a series of secured promissory notes (the “Secured Notes”) bearing

interest at an annual rate of 0.14%, due and payable on December 31, 2021, and secured by all of our assets.

Upon consummation of the

Merger, BREIT Merger acquired the Secured Notes as successor in interest to Belpointe REIT and, effective October 12, 2021, we entered

into a Release and Cancellation of Indebtedness agreement with BREIT Merger pursuant to the terms of which BREIT Merger cancelled the

Secured Notes and discharged us from all obligations to repay the principal and any accrued interest on the Secured Notes.

Affiliate Transactions

Transaction with Belpointe Investment Holding, LLC

furtherance of the Merger, Belpointe REIT sold its (the “1991 Main Interest”) in the holding company for 1991 Main Street

(“1991 Main”) to Belpointe Investment Holding, LLC (“BI Holding”), an affiliate of our Chief Executive Officer.

As part of the transaction, BI Holding assumed a $10.8 million secured loan (the “Acquisition Loan”), and Belpointe REIT

provided BI Holding with a $24.8 million loan, which was evidenced by a secured promissory note bearing interest at an annual rate of

5.0% and due and payable at maturity on September 14, 2022 (the “BI Secured Note”).

Upon consummation of the Merger, we acquired

the BI Secured Note as successor in interest to Belpointe REIT.

The Acquisition Loan, including outstanding interest of less than $0.1

million, was repaid in full on April 22, 2022.

to an Agreement to Accept Interest in Satisfaction of Obligations (the “Agreement to Accept”), effective November 30, 2021,

we, through an indirect majority owned subsidiary, acquired the 1991 Main Interest from BI Holding in consideration of its payment to

us of $0.3 million in interest that had accrued under the terms of the BI Secured Note through November 30, 2021, and in satisfaction

of its remaining obligations under the BI Secured Note.

Transaction with Norpointe, LLC

January 3, 2022, through an indirect wholly-owned subsidiary, we provided a commercial mortgage loan in the principal amount of $30.0

million (the “Norpointe Loan”) to Norpointe, LLC (“Norpointe”).

Certain immediate family members of our Chief

Executive Officer hold a minority interest in Norpointe, amounting to an approximately $7.6 million interest in the transaction.

Norpointe is the owner of certain real property located at 41 Wolfpit Avenue, Norwalk, Connecticut 06851 (the “Property”).

The Norpointe Loan is evidenced by a promissory note bearing interest at a rate of 5% per annum, due and payable on December 31, 2022,

and is secured by a first mortgage lien on the Property.

million (the “Norpointe Loan”) to Norpointe, LLC (“Norpointe”), an affiliate of our Chief Executive Officer.

Norpointe is the owner of certain real property located at 41 Wolfpit Avenue, Norwalk, Connecticut 06851 (the “Norpointe Property”).

The Norpointe Loan was evidenced by a promissory note bearing interest at an annual rate of 5.0%, due and payable on December 31, 2022,

and was secured by a first mortgage lien on the Norpointe Property.

June 28, 2022, for purposes of complying with the qualified opportunity fund requirements under the Code and related Treasury Regulations,

we restructured the Norpointe Loan through an indirect majority-owned subsidiary (the “Restructured Norpointe Loan”).

Restructured Norpointe Loan was evidenced by a promissory note bearing interest at an annual rate of 5.0%, was due and payable on June

28, 2023, and was secured by a first mortgage lien on the Norpointe Property.

On December 13, 2022, we repaid the Restructured Norpointe

Loan, including accrued interest of less than $0.1 million, in full.

opportunity zone regulations allow us to apply the 90% Asset Test without taking into account any proceeds from our Primary Offering

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instrument with a term of 18-months or less.

Accordingly, given

our excess cash on hand as of the year ended December 31, 2021, management viewed the Norpointe transaction as an opportunity to earn

a strong rate of return on that cash by making a low risk—due to the low loan-to-value ratio and first priority mortgage

interest—short-term loan rather than depositing the funds in a lower yielding account pending investment in future developments.

Accordingly, given our excess cash on hand as of the year ended December 31, 2021, management

viewed the Norpointe transaction as an opportunity to earn a strong rate of return on that cash by making a low risk—due to the

low loan-to-value ratio and first priority mortgage interest—short-term loan rather than depositing the funds in a lower yielding

account pending investment in future developments.

For additional details regarding the 90% Asset Test see, Item 1.

“Business—Qualified Opportunity Zone

“Business—Qualified Opportunity Zone Program.”

Relationship with our Manager and Sponsor

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and strategy and performing certain services for us, subject to oversight by our Board and the limitations set forth in our Operating

Our Manager is an affiliate of our Sponsor and is indirectly owned by our Chief Executive Officer and beneficially

owned by certain immediate family members of our Chief Executive Officer.

Our Manager is an affiliate of our Sponsor and is indirectly owned by our Chief Executive Officer and beneficially owned by

certain immediate family members of our Chief Executive Officer.

Management Agreement

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The management fee is based on our NAV at the end of each fiscal quarter.

During the year ended December 31, 2021, our Manager

was paid $0.7 million in management fees.

During the period beginning January 24, 2020 (formation) to December 31, 2020, our Manager

did not receive any management fees.

During the years ended December 31, 2022 and 2021,

we incurred management fees due to our Manager of $2.6 million and $0.7 million, respectively.

additional compensation for its services under the Management Agreement, we issued our Manager 100,000 Class B units, representing all

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or decreased, without the consent of our Manager.

During the year ended December 31, 2021, and for the period beginning January 24, 2020

(formation) to December 31, 2020, we did not make any Class B unit allocations or distributions to our Manager.

During the years ended December 31, 2022 and 2021, we did not make any Class B unit

allocations or distributions to our Manager.

to the Management Agreement, we reimburse our Manager and its affiliates, including our Sponsor, for actual fees and expenses incurred

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“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Transactions with Belpointe REIT, Inc.”

the year ended December 31, 2021, and for the period beginning January 24, 2020 (formation) to December 31, 2020, our Manager and its

affiliates, including our Sponsor, incurred $1.3 million and $0.3 million, respectively, for fees and expenses on our behalf.

the years ended December 31, 2022 and 2021, our Manager and its affiliates, including our Sponsor, incurred $2.9 million and $1.3 million,

respectively, for fees and expenses on our behalf.

Employee and Cost Sharing Agreement

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“Business—Human Capital.”

the year ended December 31, 2021, and for the period beginning January 24, 2020 (formation) to December 31, 2020, our Sponsor and its

affiliates incurred $0.8 million and $0.1 million, respectively, for fees, expenses and employment costs on our behalf.

the years ended December 31, 2022 and 2021, our Sponsor and its affiliates incurred $1.8 million and $0.8 million, respectively, for

fees, expenses and employment costs on our behalf.

to the terms of development agreements that we enter into with affiliates of our Sponsor, such affiliates are entitled to receive (i)

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incurred in connection with the project.

connection with our acquisitions of 902-1020 First and 900 8th Avenue South, a development fee of 4.5% of total project costs will

be charged throughout the course of each project (the “Development Fee”), of which one half was due at the close

of each acquisition.

The development company receiving the Development Fee is indirectly owned by our Chief Executive

Officer and beneficially owned by certain immediate family members of our Chief

Executive Officer.

For additional details regarding our

acquisition of 902-1020 First and 900 8th Avenue South see, Item 7.

“Management’s Discussion and

Analysis of Financial Condition and Results of Operations—Our Investments—Investments in Multifamily and Mixed-Use

Rental Properties.”

the year ended December 31, 2021, affiliates of our Sponsor were paid $1.8 million for upfront development fees and we incurred $0.6

million for employee reimbursement expenditures relating to projects under development, of which $0.3 million was paid.

During the period

beginning January 24, 2020 (formation) to December 31, 2020, affiliates of our Sponsor were paid $2.2 million for upfront development

fees and we incurred less than $0.1 million for employee reimbursement expenditures relating to projects under development, of which

none was paid.

In connection with

our acquisitions of 902-1020 First and 900 8th Avenue South, a development fee of 4.5% of total project costs will be charged throughout

the course of each project (the “Development Fee”), of which one half was due at the close of each acquisition.

In connection

with our acquisition of 1991 Main Street, on March 29, 2022, we commenced construction on one of our properties located in Sarasota, Florida,

and in connection therewith, due to an increase in scope of work, we agreed to increase the development fee payable to an affiliate of

our Sponsor under the terms of our existing development management agreement from 4.0% to 4.25%.

In addition, again due to the increase

in scope of work, as well as due to increases in construction costs, we revised our construction budget.

As a result of the increase in

development fees and revisions to our construction budget, we incurred an additional upfront development fee of $2.5 million, which is

included in Real estate under construction in our consolidated balance sheet.

The remaining development fee will be earned throughout

the project in accordance with the terms of the development management agreement.

development company receiving the Development Fee is indirectly owned by our Chief Executive Officer and beneficially owned by certain

immediate family members of our Chief Executive Officer.

For additional details regarding our acquisitions of 1991 Main Street, 902-1020

First, and 900 8th Avenue South see, Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Investments—Investments in Multifamily and Mixed-Use Rental Properties.”

the year ended December 31, 2022, we incurred $4.3 million for development fees, of which zero was paid, and we incurred $1.5 million

for employee reimbursement expenditures relating to projects under development, of which $1.2 million was paid.

During the year ended

December 31, 2021, we incurred $1.5 million for development fees, of which $1.5 million was paid, and we incurred $0.6 million for employee

reimbursement expenditures relating to projects under development, of which $0.3 million was paid.

Class A units are listed on the NYSE American under the symbol “OZ.” Pursuant to NYSE American’s corporate governance

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following table sets forth the aggregate fees for professional services provided by our independent registered public accounting firm,

Citrin Cooperman & Company, LLP, for the year ended December 31, 2021 and for the period beginning January 24, 2020 (formation) to

December 31, 2020.

January 24, 2020

December 31, 2020

Citrin Cooperman & Company, LLP, for the years ended December 31, 2022 and 2021.

Year Ended December 31, 2022

Year Ended December 31, 2021

Audit fees (1)

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All services reported in the table above were approved by our audit

Our audit committee charter is available on our website, www.belpointeoz.com , under the “Investors” section.

Our audit committee charter is available on our website, www.belpointeoz.com , under the “Investors”

Exhibits and Financial Statement Schedules.

(a) The following documents are filed as part of this Form 10-K:

The following documents are filed as part of this Form 10-K:

Consolidated financial statements:

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Financial statement schedules:

Schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are not applicable and therefore have been omitted.

(3) Exhibits:

The following exhibits

are filed with this Form 10-K:

Schedules for which provision is made in the applicable accounting regulations of the SEC are not required

under the related instructions or are not applicable and therefore have been omitted.

The following exhibits are filed with this Form 10-K:

Incorporated by Reference

Agreement and Plan of Merger, dated as of April 21, 2021, by and among Belpointe PREP, LLC, BREIT Merger, LLC and Belpointe REIT, Inc.

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Employee and Cost Sharing Agreement, effective as of October 28, 2020, by and among Belpointe PREP, LLC, Belpointe PREP OC, LLC, Belpointe PREP TN OC, LLC and Belpointe PREP Manager, LLC.

Secured Promissory Note, dated October 28, 2020.

Secured Promissory Note, dated February 16, 2021.

Secured Promissory Note, dated May 28, 2021.

Agreement for Purchase and Sale of Real Property, dated July 13, 2021 (certain confidential information contained in this document, marked by [***], has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed).

First Amendment to Agreement for Purchase and Sale or Real Property, dated August 11, 2021 (certain confidential information contained in this document, marked by [***], has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed).

Second Amendment to Agreement for Purchase and Sale or Real Property, dated August 31, 2021 (certain confidential information contained in this document, marked by [***], has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed).

Release and Cancellation of Indebtedness agreement, effective as of October 12, 2021.

Promissory Note, dated January 3, 2022.

Mortgage Deed and Security Agreement, dated January 3, 2022.

Agreement to Accept Interests in Satisfaction of Obligations, dated December 10, 2021, by and among Belpointe PREP, LLC, BPOZ 1991 Main QOZB, LLC and Belpointe Investment Holding, LLC.

Subsidiaries of Registrant.

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Page Interactive Data File (embedded within the Inline XBRL document).

Filed herewith.

Form 10-K Summary

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures