Business Context and Reporting Period
This Form 8-K is filed by Belpointe PREP, LLC (a Delaware limited liability company) on January 8, 2025, reporting events occurring on January 6, 2025, and December 19, 2024. The Company's Class A units trade on NYSE American under the symbol OZ.
Key Financial Metrics
This filing is a current report regarding corporate governance and listing compliance. It does not provide financial data such as revenue, profit, cash flow, margins, debt, or liquidity metrics.
Material Changes and Events
- Listing Non-Compliance: On January 6, 2025, NYSE American notified the Company of noncompliance with Section 704 of the NYSE American Company Guide due to the failure to hold its Annual Meeting for the fiscal year ended December 31, 2023, by the December 31, 2024 deadline.
- Ticker Indicator: As a result of the noncompliance, the Company's ticker symbol may include a below compliance (".BC") indicator until compliance is regained.
- Meeting Adjournment: The Annual Meeting called for December 19, 2024, was adjourned because a quorum was not present.
- Rescheduling: The adjourned Annual Meeting has been rescheduled for January 28, 2025, at 12:00 p.m. E.T. at the Company's headquarters in Greenwich, Connecticut.
Outlook, Risks, and Management Commentary
Management has announced the rescheduling of the Annual Meeting to accommodate the distribution of additional materials to unitholders. The record date remains October 30, 2024, and there are no changes to the agenda or items of business. The primary risk identified is the potential delisting or continued listing restrictions if the Annual Meeting is not successfully held and compliance is not restored.
Investor Verification Checklist
- Verify the successful holding of the rescheduled Annual Meeting on January 28, 2025.
- Monitor the Company's ticker symbol for the removal of the ".BC" compliance indicator.
- Review the definitive proxy statement (Schedule 14A) filed on November 5, 2024, and Amendment No. 1 to the Form 10-K/A filed on September 20, 2024, for details on the agenda.
- Confirm whether the quorum requirement is met at the rescheduled meeting to avoid further adjournments.