Belpointe PREP, LLC

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On January 6, 2025, Belpointe PREP, LLC, a Delaware limited liability company (“Belpointe OZ, “we,” “us,” “our,” or the “Company”) received a letter from NYSE American LLC (“NYSE American”) indicating that, as a result of having not held its annual meeting of unitholders (the “Annual Meeting”) for the fiscal year ended December 31, 2023 by December 31, 2024, the Company is noncompliant with the continued listing standards set forth in Section 704 of the NYSE American Company Guide, and, consequently, the Company’s ticker symbol may include a below compliance (“.BC”) indicator until such time as the Company has held its Annual Meeting and regained compliance with the continued listing standards On January 8, 2025, Belpointe OZ issued a press release announcing its receipt of the letter, a copy of which press release is attached as Exhibit 99.1 to this report

Item 8.01 Other Events. On December 19, 2024, at 12:00 p.m. E.T., Belpointe OZ called its Annual Meeting to order. After determining that a quorum, defined as the minimum number of units required to conduct business, was not present either in person or by proxy the Annual Meeting was adjourned. On January 8, 2025, Belpointe OZ announced that its adjourned Annual Meeting has been rescheduled for Tuesday, January 28, 2025 at 12:00 p.m. E.T. at the Company’s corporate headquarters, located at 255 Glenville Road, Greenwich, Connecticut 06831, to accommodate for the distribution of certain additional materials to its unitholders. Unitholders planning to attend the meeting in person are requested to contact Belpointe OZ’s Investor Relations team at 1-833-828-2721 or via email at IR@belpointeoz.com for further details. The record date for the Annual Meeting remains unchanged as October 30, 2024. Unitholders who have already submitted their proxy or voted and do not wish to change their vote do not need to take any additional action. There are no changes to the agenda or the items of business to be voted upon at the Annual Meeting. Belpointe OZ encourages all unitholders to review the Company’s definitive proxy statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission (“SEC”) on November 5, 2024, and other proxy materials related to the Annual Meeting, and Amendment No. 1 to our annual report on Form 10-K/A, filed with the SEC on September 20, 2024, which are available free of charge on the SEC’s website at sec.gov and on our website at investors.belpointeoz.com/filings. On January 8, 2025, Belpointe OZ issued a press release announcing the rescheduling of its adjourned Annual Meeting, a copy of which press release is attached as Exhibit 99.1 to this report.