What changed in this filing

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Item 9A. Controls and Procedures

2025-03-31 compared with 2024-03-29 · 76 added, 76 removed, 575 unchanged (21% of the section changed)

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Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

During the three months

ended December 31, 2023, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase

or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1

trading arrangement” (as defined in Item 408 of Regulation S-K of the Exchange Act).

Directors, Executive Officers and Corporate Governance.

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

of March 22, 2024, there were 3,631,703 Class A units issued and outstanding, 100,000 Class B units issued and outstanding and one

Class M unit issued and outstanding.

of March 28, 2025, there were 3,668,388 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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5% Unitholders

Empirical Financial Services, LLC.

Empirical Financial Services, LLC d.b.a.

Empirical Wealth Management (4)

Precision Wealth Strategies,

Belpointe PREP Manager, LLC (2)

LLC, our Sponsor, owns 206 Class A units and Belpointe Capital Management, LLC (“BCM”), an affiliate of our Sponsor,

owns one Class A unit.

Lacoff, the manager of our Sponsor and BCM, may be deemed to share voting and dispositive power

with respect to the Class A units held by our Sponsor and BCM.

PREP Manager, LLC, our Manager, owns 100,000 Class B units and one Class M unit, and Brandon E.

Lacoff, the manager of our Manager,

may be deemed to share voting and dispositive power with respect to the Class B units and Class M unit held by our Manager.

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/A filed with the SEC by Empirical Financial Services, LLC.

Empirical Wealth Management

(“Empirical”) on February 8, 2024.

According to the Schedule 13G/A, as of December 31, 2023, Empirical had sole power to

vote or direct the vote of 275,137 of our Class A units beneficially owned and sole power to dispose of or direct the disposition

of 266,090 of our Class A units beneficially owned.

The address of Empirical’s principal business office is 1420 5th Avenue,

Suite 3150, Seattle, Washington 98101.

The Schedule 13G/A provides information only as of December 31, 2023 and, consequently, the

beneficial ownership of Empirical may have changed between December 31, 2023 and the filing date of this Form 10-K.

(1) Belpointe,

LLC, our Sponsor, owns 206 Class A units and Belpointe Capital Management, LLC (“BCM”),

an affiliate of our Sponsor, owns one Class A unit.

Lacoff, the manager of our

Sponsor and BCM, may be deemed to share voting and dispositive power with respect to the

Class A units held by our Sponsor and BCM.

(2) Belpointe

PREP Manager, LLC, our Manager, owns 100,000 Class B units and one Class M unit, and Brandon

Lacoff, the manager of our Manager, may be deemed to share voting and dispositive power

with respect to the Class B units and Class M unit held by our Manager.

Partners III, owns 12 Class A units and Martin Lacoff and his spouse share voting and dispositive

power with respect to the Class A Units.

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

Empirical Wealth Management (“Empirical”) on January 28, 2025.

to the Schedule 13G/A, as of December 31, 2024, Empirical had sole power to vote or direct

the vote of 252,876 of our Class A units beneficially owned and sole power to dispose of

or direct the disposition of 256,339 of our Class A units beneficially owned.

of Empirical’s principal business office is 1420 5th Avenue, Suite 3150, Seattle, Washington

The Schedule 13G/A provides information only as of December 31, 2024 and, consequently,

the beneficial ownership of Empirical may have changed between December 31, 2024 and the

filing date of this Form 10-K.

(5) Based on information contained in a Schedule 13G filed with the SEC by Precision Wealth Strategies, LLC on January

According to the Schedule 13G, as of December 31, 2024, Precision Wealth Strategies, LLC had sole power to vote or direct

the vote of 235,796 of our Class A units beneficially owned and sole power to dispose of or direct the disposition of 235,796 of our Class

A units beneficially owned.

The address of Precision Wealth Strategies, LLC principal business office is 4622 Macklind Avenue St.

The Schedule 13G provides information only as of December 31, 2024 and,

consequently, the beneficial ownership of Empirical may have changed between December 31, 2024 and the filing date of this Form 10-K.

Certain Relationships and Related Transactions, and Director Independence.

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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”), 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.

Transaction with Belpointe Development Holding, LLC

May 16, 2024, we entered into an agreement, which has since been amended, to borrow up to $3.0 million in principal amount from Belpointe

Development Holding, LLC, an affiliate of our Chief Executive Officer, pursuant to the terms of a revolving credit facility agreement

(the “BDH Facility”).

Interest accrues on the BDH Facility at an annual rate of 5.0%, due and payable at maturity.

Facility is due to mature on August 31, 2026.

Proceeds under the BDH Facility are to be used for general corporate purposes.

As of December 31,

2024, the BDH Facility had an outstanding principal balance of $2.6 million and accrued interest of less than $0.1 million.

October 30, 2023, we borrowed $1.5 million from Belpointe Development Holding, LLC, an entity in which certain immediate family members

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terms of a promissory note secured by a first mortgage lien on certain property owned by subsidiaries of the Company (the “LH II

The LH II Loan is due and payable on April 1, 2024 and interest accrues on the LH II Note at an annual rate of 5.26%.

proceeds of the loan were used for general corporate purposes.

On February 8 2024, the LH II Loan was repaid in full, including accrued interest.

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

The LH II Loan was due and payable on April 1, 2024 and interest accrued on the LH II Note at an annual rate of 5.26%.

The proceeds of the loan were used for general corporate purposes.

On February 8, 2024, the LH II Loan, including accrued interest of

less than $0.1 million, was repaid in full.

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

that we receive in the 6-month period preceding the Test Date, provided those proceeds are held in cash, cash equivalents, or a debt

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to the terms of the Management Agreement, our Manager is responsible for, among other things:

as our investment and financial manager with respect to originating, underwriting, acquiring, and managing our investment portfolio;

as our investment and financial manager with respect to originating, underwriting, acquiring,

and managing our investment portfolio;

● structuring

the terms and conditions of our acquisitions, sales and joint ventures;

for and on our behalf, services related to, among other things, our Primary Offering, and any other offerings that we may conduct,

the development, operation and management of our investments, calculation of our NAV, administrative, accounting, tax, legal and

investor relations services, financing services, and services related to property management, leasing, development and construction.

for and on our behalf, services related to, among other things, our Public Offerings, and

any other offerings that we may conduct, the development, operation and management of our

investments, calculation of our NAV, administrative, accounting, tax, legal and investor

relations services, financing services, and services related to property management, leasing,

development and construction.

initial term of the Management Agreement continues through December 31, 2025, and may only be terminated (i) for “cause,”

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

in connection with our Primary Offering, the Offer and Merger, the selection, origination, acquisition and management of our investments,

in connection with our Public Offerings, the Offer and Merger, the selection, origination, acquisition and management of our investments,

and for out-of-pocket expenses paid to third parties in connection with providing services to us.

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“Business—Human Capital.”

the both years ended December 31, 2023, and 2022, our Sponsor and its affiliates incurred $1.8 million for fees, expenses and employment costs on our behalf.

the years ended December 31, 2024, and 2023, our Sponsor and its affiliates incurred $2.1 million and $1.8 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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“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, 2023, we incurred $5.9 million for development fees, and we incurred

$1.7 million for employee reimbursement expenditures relating to projects under development.

year ended December 31, 2022, we incurred $4.3 million for development fees, and we incurred $1.5 million

for employee reimbursement expenditures relating to projects under development.

the year ended December 31, 2024, we incurred $4.2 million for development fees, and we incurred $1.7 million for employee reimbursement

expenditures relating to projects under development.

During the year ended December 31, 2023, we incurred $5.9 million for development

fees, and we incurred $1.7 million for employee reimbursement expenditures relating to projects under development.

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

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Audit fees (1)

fees consist of fees for services related to the annual audit of our fiscal 2023 and 2022 consolidated financial statements, reviews

of our interim unaudited consolidated financial statements, and services that are normally provided in connection with statutory

and regulatory filings and engagements.

fees consist of fees for professional services rendered during 2023 for 2022 state and federal tax compliance.

fees consist of fees for services related to the annual audit of our fiscal 2024 and 2023

consolidated financial statements, reviews of our interim unaudited consolidated financial

statements, and services that are normally provided in connection with statutory and regulatory

filings and engagements.

fees consist of fees for professional services rendered during 2024 for 2023 state and federal

tax compliance.

Committee Pre-Approval Policies and Procedures

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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”

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

Exhibits and Financial Statement Schedules.

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

Consolidated financial statements:

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

(1) Consolidated

financial statements:

Financial Statements and Supplementary Data.

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.

(2) 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:

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

Promissory Note (Mezzanine Loan), dated as of January 31, 2024.

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