SEC Comment Letter for Belpointe PREP, LLC (OZ) (CIK 0001807046) (OZ) — Jul 15, 2022
Belpointe PREP, LLC (OZ) (CIK 0001807046)
Date: July 15, 2022 · CIK: 0001807046 · Accession: 0000000000-22-007489
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United States securities and exchange commission logo July 15, 2022 Brandon Lacoff Chairman of the Board and Chief Executive Officer Belpointe PREP, LLC 255 Glenville Road Greenwich, Connecticut 06831 Re:Belpointe PREP, LLC Draft Registration Statement on Form S-11 Submitted June 30, 2022 CIK No. 0001807046 Dear Mr. Lacoff: We have reviewed your amended registration statement and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our May 24, 2022 letter. Draft Registration Statement on Form S-11 submitted June 30, 2022 General 1.We note your response to comment 1, however, we disagree that your offering complies with Item 501(b)(3) of Regulation S-K. Your disclosure that your offering price per Class A unit is "to be negotiated between [you] and offering participants by reference to a range of within 5% of [y]our current NAV" does not provide investors with a particular method or formula for determining the offering price. In addition, in conducting an offering at a price to be determined in the future and subject to negotiation, it appears you are trying to conduct a shelf offering when you are not eligible to conduct a shelf offering. Please revise your registration statement accordingly.
FirstName LastNameBrandon Lacoff Comapany NameBelpointe PREP, LLC July 15, 2022 Page 2 FirstName LastName Brandon Lacoff Belpointe PREP, LLC July 15, 2022 Page 2 Please contact Isabel Rivera at 202-551-3518 or James Lopez at 202-551-3536 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Vanessa J. Schoenthaler
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United States securities and exchange commission logo
July 15, 2022
Brandon Lacoff
Chairman of the Board and Chief Executive Officer
Belpointe PREP, LLC
255 Glenville Road
Greenwich, Connecticut 06831
Re:Belpointe PREP, LLC
Draft Registration Statement on Form S-11
Submitted June 30, 2022
CIK No. 0001807046
Dear Mr. Lacoff:
We have reviewed your amended registration statement and have the following
comment. In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our May 24, 2022 letter.
Draft Registration Statement on Form S-11 submitted June 30, 2022
General
1.We note your response to comment 1, however, we disagree that your offering complies
with Item 501(b)(3) of Regulation S-K. Your disclosure that your offering price per Class
A unit is "to be negotiated between [you] and offering participants by reference to a range
of within 5% of [y]our current NAV" does not provide investors with a particular method
or formula for determining the offering price. In addition, in conducting an offering at a
price to be determined in the future and subject to negotiation, it appears you are trying to
conduct a shelf offering when you are not eligible to conduct a shelf offering. Please
revise your registration statement accordingly.
FirstName LastNameBrandon Lacoff
Comapany NameBelpointe PREP, LLC
July 15, 2022 Page 2
FirstName LastName
Brandon Lacoff
Belpointe PREP, LLC
July 15, 2022
Page 2
Please contact Isabel Rivera at 202-551-3518 or James Lopez at 202-551-3536 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Vanessa J. Schoenthaler