EX-99.1 2 ex99-1.htm Exhibit 99.1 Belpointe OZ Regains Compliance with NYSE American Listing Standards Following Successful Completion of Annual Meeting GREENWICH, Conn. - January 30, 2025 - Belpointe PREP, LLC (NYSE American: OZ) (“Belpointe OZ,” “we,” “us,” “our” or the “Company”) the first and only Qualified Opportunity Fund listed on a national securities exchange, today announced that we have received notice from NYSE American LLC (“NYSE American”) that we have regained compliance with the continued listing standards following the successful completion of our 2024 Annual Meeting of Unitholders on January 28, 2025. The Company was originally notified by NYSE American of non-compliance with the continued listing standards as a result of rescheduling our 2024 Annual Meeting in 2025. With the meeting now complete, Belpointe OZ has fulfilled its obligations and we have been formally notified that we have regained compliance with all applicable listing requirements. “We appreciate the patience and support of our unitholders as we worked to resolve this matter,” said Brandon Lacoff, Chief Executive Officer of Belpointe OZ. “With compliance restored, we remain focused on execut…
Open exhibit ↗Current Report · Items 5.07, 7.01, 9.01 · 8-K
Belpointe PREP, LLC
Submission of Matters to a Vote of Security Holders · Regulation FD Disclosure
Item 5.07 Submission of Matters to a Vote of Security Holders. On January 28, 2025, Belpointe PREP, LLC (the “ Company ”) held its annual meeting of unitholders (the “ Annual Meeting ”). As of October 30, 2024, the record date for the Annual Meeting, the Company had 3,647,093 Class A units, 100,000 Class B units and one Class M unit outstanding.…
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Disclosure sections
Item 5.07Item 5.07 - Submission of Matters to Vote
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
January 28, 2025, Belpointe PREP, LLC (the “ Company ”) held its annual meeting of unitholders (the “ Annual
Meeting ”). As of October 30, 2024, the record date for the Annual Meeting, the Company had 3,647,093 Class A units, 100,000
Class B units and one Class M unit outstanding. Holders of the Company’s Class A units and Class B units were entitled to one vote
per unit on all matters submitted for approval of the unitholders at the Annual Meeting. The holder of the Company’s Class M unit
was entitled to that number of votes equal ten times the aggregate number of Class A units and Class B units outstanding on those matters
which the Class M unit is entitled to vote.
At
the Annual Meeting holders of the Company’s Class A and Class B units voted together as a single class on proposals to elect one
Class III director and ratify appointment of the Company’s independent registered public accounting firm, each of the proposals
is described in greater detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange
Commission on November 5, 2024. The holder of the Company’s Class M unit voting separately as a class was entitled to elect one
Class III director (the “Class M Director”), but was not entitled to vote on any of the other proposals. Unitholders approved
each of the proposals presented for a vote. The tables below set forth the number of votes cast for and against or withheld, and the
number of abstentions or broker non-votes, for each matter voted upon by the Company’s unitholders.
1.
The individuals below were elected at the Annual Meeting to serve as Class III directors of the Company until the 2027 annual
meeting of the unitholders or until their respective successors are duly elected or appointed and qualified or until their earlier
resignation, removal, incapacity or death.
Director Nominee For Against Abstain Broker
Non-Votes
Brandon Lacoff 37,470,930 — — —
─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
Dean Drulias 1,979,346 73,027 15,217 1,483,161
2.
The ratification of the appointment of Citrin Cooperman & Company, LLP, as the Company’s independent registered public
accounting firm for the fiscal year ended December 31, 2024. There were no broker non-votes on this proposal.
For Against Abstain Broker
Non-Votes
──────────────────────────────────────────────────────────────────────────────────────────────────────
2,040,240 73,027 15,217 1,518,609
Item 7.01Item 7.01 - Regulation FD Disclosure
Item
7.01 Regulation FD Disclosure.
On
January 8, 2025, the Company announced that it had received a letter, on January 6, 2025, from NYSE American LLC (“NYSE American”)
indicating that, as a result of having not held its annual meeting of unitholders for the fiscal year ended December 31, 2023 by December
31, 2024, the Company was not in compliance with the continued listing standards set forth in Section 704 of the NYSE American Company
Guide (the “ Listing Standards ”).
On
January 30, 2025, following the Annual Meeting, the Company received a letter from NYSE American, acknowledging that the Company was
back in compliance with the Listing Standards.
A
copy of the press release announcing that the Company had regain compliance with the Listing Standards is attached as Exhibit 99.1 to
this Current Report on Form 8-K.