Business Context and Reporting Period
This Form 8-K is filed by Belpointe PREP, LLC (the "Company") on January 12, 2026, reporting events occurring on January 6, 2026. The Company is a Delaware limited liability company with Class A units trading on NYSE American under the symbol "OZ". The filing details the entry into a Material Definitive Agreement involving a real estate transaction and equity exchange.
Key Financial Metrics
The filing does not provide standard financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the terms of a specific transaction.
- Transaction Value: 243,000 "Class B" units (Tokeneke Units) issued to Daniel Suozzi.
- Put/Call Price: $14.50 per Tokeneke Unit.
- Consideration: Payment for units will be made in the Company's Class A units valued at the average of the high and low sale price on the NYSE American immediately prior to the transaction date.
Material Changes
The primary material change is the execution of a Letter Agreement on January 6, 2026, between the Company, its subsidiary 100 Tokeneke Partners, LLC ("Tokeneke Partners"), and Daniel Suozzi. Under this agreement:
- Suozzi contributed an indirect ownership interest in real property located at 100 Tokeneke Road, Darien, Connecticut, to Tokeneke Partners.
- In exchange, Suozzi received 243,000 Class B units in Tokeneke Partners.
- The agreement establishes specific Put and Call rights regarding these units, creating potential future dilution or cash outflow depending on market conditions and financing milestones.
Guidance, Outlook, and Risks
Put Option: Suozzi has the right to require the Company to purchase the Tokeneke Units between January 6, 2026, and May 31, 2027. This period may be revived for 30 days if Tokeneke Partners fails to consummate its first equity financing ("Initial Closing") before the period ends.
Call Option: Tokeneke Manager, LLC has the right to require Suozzi to sell the units to the Company between June 1, 2027, and December 31, 2027. This period is also subject to revival if the Initial Closing has not occurred.
Registration Rights: The Company agreed to register the Class A Units issuable under these options on a resale registration statement and maintain it until the units can be sold without limitation under Rule 144 or for 30 months from the effective date.
Risks: The filing highlights the risk of potential dilution to existing shareholders if the Put or Call options are exercised, as the Company must issue new Class A units to settle the transaction. The timing of these exercises is contingent on the success of Tokeneke Partners' equity financing.
Investor Verification Checklist
- Verify the current market price of Belpointe PREP, LLC Class A units (OZ) to assess the potential dilution impact of the $14.50 per unit exercise price.
- Confirm the status of Tokeneke Partners' "Initial Closing" equity financing, as this determines if the Put and Call periods are extended.
- Review the details of the real property at 100 Tokeneke Road, Darien, Connecticut, to understand the underlying asset value contributing to the transaction.
- Monitor future filings for the effectiveness of the Resale Registration Statement mentioned in the agreement.