Belpointe PREP, LLC — Regulatory Filings 2021

Oct 13, 2021

8-A12B 1 form8-a12b.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-A

FOR R EGISTRATION STATEMENT of certain Classes of Securities

Pursuant to Section 12( b ) or ( g ) of the

securities Exchange Act of 1934

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| Belpointe
PREP, LLC |
| --- |
| (Exact
name of registrant as specified in its charter) |

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Delaware	84-4412083
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

255 Glenville Road Greenwich, Connecticut	06831
(Address
of principal executive offices)	(Zip
Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
Class
A units	NYSE
American

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A. (d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-255424.

Securities to be registered pursuant to Section 12(g) of the Act: None

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Item 1. Description of Registrant’s Securities to be Registered.

The description of the Class A units representing limited liability company interests of Belpointe PREP, LLC, a Delaware limited liability company (the “Registrant”), as included under the caption “Description of Our Units—Class A units” in the prospectus forming a part of the Registration Statement on Form S-11, as amended, originally filed with the Securities and Exchange Commission (the “Commission”) on April 21, 2021 (Registration No. 333-255424), including exhibits, and as may be subsequently amended from time to time (the “Registration Statement”), is hereby incorporated by reference. In addition, the above-referenced description included in any prospectus relating to the Registration Statement filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed to be incorporated by reference herein.

Item 2. Exhibits.

No exhibits are required to be filed because no other securities of the Registrant are registered on the NYSE American and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: October 13, 2021.

| Belpointe
PREP, LLC | |
| --- | --- |
| By: | /s/
Brandon E. Lacoff |
| | Brandon
E. Lacoff |
| | Chairman
of the Board and Chief Executive Officer |

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