Correspondence 0001493152-24-037668 from Belpointe PREP, LLC (OZ)
Belpointe PREP, LLC
Date: Sept. 20, 2024 · CIK: 0001807046 · Accession: 0001493152-24-037668
AI Filing Summary & Sentiment
File numbers found in text: 001-40911
Letter
RE: Belpointe PREP, LLC
September 20, 2024
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
F. Street, N.E.
Washington, D.C. 20549
Form 10-K for the fiscal year ended December 31, 2023
Filed March 29, 2024
File No. 001-40911
Ladies and Gentlemen:
On behalf of Belpointe PREP, LLC, a Delaware limited liability company (the “Company”), we are submitting this letter in response to a letter, dated September 10, 2024, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Form 10-K for the fiscal year end December 31, 2023, filed with the Commission on March 29, 2024 (the “Form 10-K”).
Concurrently with the submission of this letter, the Company is submitting, through the Commission’s Electronic Data Gathering, Analysis and Retrieval system, an amendment to the Form 10-K and amendments to each of the Company’s Forms 10-Q for the fiscal quarters ended March 31, 2024 and June 30, 2024, filed with the Commission on May 14, 2024 and August 14, 2024, respectively (collectively, the “Amendments”) in response to the Staff’s comment.
The numbered paragraph below corresponds to the numbered comment in the Staff’s letter and the Staff’s comments are presented in bold italics.
Form 10-K for the fiscal year ended December 31, 2023
Exhibits
1. We note that your certifications filed as Exhibit 31 exclude internal control over financial reporting language within the introductory sentence of paragraph 4. Please file a full amendment to your periodic reports to revise your certifications to conform exactly to the language set forth in Item 601(b)(31)(i) of Regulation S-K. Please also refer to Regulation S-K C&DI 246.13.
The Company respectfully acknowledges the Staff’s comment and has revised its certifications in each of the Amendments to conform exactly to the language set forth in Item 601(b)(31)(i) of Regulation S-K.
* * *
Avenue of the Americas, Suite 2800 ♦ New York, NY 10020 ♦ Phone: (212) 980-7200 ♦ Fax: (212) 980-7292
CALIFORNIA DELAWARE FLORIDA ILLINOIS MARYLAND MASSACHUSETTS MINNESOTA NEW JERSEY NEW YORK PENNSYLVANIA WASHINGTON, DC
A DELAWARE LIMITED LIABILITY PARTNERSHIP
September 20, 2024
Page
Should you have any questions or comments concerning this submission or require any additional information, please do not hesitate to contact me at (212) 980-7208.
Sincerely,
SAUL EWING LLP
Show Raw Text
CORRESP
1
filename1.htm
September
20, 2024
Via
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Real Estate & Construction
100
F. Street, N.E.
Washington,
D.C. 20549
RE:
Belpointe
PREP, LLC
Form
10-K for the fiscal year ended December 31, 2023
Filed
March 29, 2024
File
No. 001-40911
Ladies
and Gentlemen:
On
behalf of Belpointe PREP, LLC, a Delaware limited liability company (the “Company”), we are submitting this letter in response
to a letter, dated September 10, 2024, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to the Company’s Form 10-K for the fiscal year end December 31, 2023, filed with the Commission on March
29, 2024 (the “Form 10-K”).
Concurrently
with the submission of this letter, the Company is submitting, through the Commission’s Electronic Data Gathering, Analysis and
Retrieval system, an amendment to the Form 10-K and amendments to each of the Company’s Forms 10-Q for the fiscal quarters ended
March 31, 2024 and June 30, 2024, filed with the Commission on May 14, 2024 and August 14, 2024, respectively (collectively, the
“Amendments”) in response to the Staff’s comment.
The
numbered paragraph below corresponds to the numbered comment in the Staff’s letter and the Staff’s comments are presented
in bold italics.
Form
10-K for the fiscal year ended December 31, 2023
Exhibits
1. We
note that your certifications filed as Exhibit 31 exclude internal control over financial
reporting language within the introductory sentence of paragraph 4. Please file a full amendment
to your periodic reports to revise your certifications to conform exactly to the language
set forth in Item 601(b)(31)(i) of Regulation S-K. Please also refer to Regulation S-K C&DI
246.13.
The
Company respectfully acknowledges the Staff’s comment and has revised its certifications
in each of the Amendments to conform exactly to the language set forth in Item 601(b)(31)(i)
of Regulation S-K.
* * *
1270
Avenue of the Americas, Suite 2800 ♦ New
York, NY 10020 ♦ Phone: (212) 980-7200 ♦ Fax:
(212) 980-7292
CALIFORNIA
DELAWARE FLORIDA ILLINOIS MARYLAND MASSACHUSETTS MINNESOTA NEW JERSEY NEW YORK PENNSYLVANIA WASHINGTON, DC
A
DELAWARE LIMITED LIABILITY PARTNERSHIP
September
20, 2024
Page
2
Should
you have any questions or comments concerning this submission or require any additional information, please do not hesitate to contact
me at (212) 980-7208.
Sincerely,
SAUL EWING LLP
/s/ Vanessa
Schoenthaler
Vanessa Schoenthaler
cc:
Brandon
Lacoff, Belpointe PREP, LLC
Martin Lacoff, Belpointe PREP, LLC