Form 424B3 - Prospectus [Rule 424(b)(3)]
November 29 2024 - 4:34PM
Edgar (US Regulatory)
Filed
Pursuant to Rule 424(b)(3)
Registration No. 333-255424
PROSPECTUS
SUPPLEMENT No. 11
(to Prospectus dated October 10, 2021)
Belpointe
PREP, LLC
Up to $750,000,000 of Class A units
This
prospectus supplement (this “Supplement”) updates and supplements the prospectus dated October 10, 2021 (the “Prospectus”),
as supplemented by Supplement No. 1, dated April 3, 2023, Supplement No. 2, dated May 18, 2023, Supplement No. 3, dated June 6, 2023,
Supplement No. 4, dated August 25, 2023, Supplement No. 5, dated September 1, 2023, Supplement No. 6, dated November 17, 2023, Supplement
No. 7, dated November 17, 2023, Supplement No. 8, dated February 29, 2024, Supplement No. 9, dated June 3, 2024, and Supplement No. 10,
dated August 30, 2024, which forms a part of our registration statement on Form S-11 (No. 333-255424). Capitalized terms used but not
otherwise defined in this Supplement shall have the meanings ascribed to them in the Prospectus.
This
Supplement is being filed to disclose information related our quarterly determination of net asset value (“NAV”) and NAV
per Class A unit as of September 30, 2024. This Supplement updates and supplements the information in the Prospectus and is not complete
without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto.
This Supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus
and this Supplement, you should rely on the information in this Supplement.
Investing
in our securities involves risks that are described in the “Risk Factors” section beginning on page 15 of the Prospectus.
The
following table provides a breakdown of the major components of our NAV and NAV per Class A unit as of the Determination Date:
Assets | |
| |
Investments in real properties | |
$ | 507,481,068 | |
Cash and cash equivalents | |
| 23,990,122 | |
Accounts Receivable | |
| — | |
Other assets | |
| 7,863,636 | |
Total Assets | |
$ | 539,334,826 | |
| |
| | |
Liabilities | |
| | |
Debt and other borrowings | |
| 144,135,335 | |
Other liabilities | |
| 40,569,897 | |
Total Liabilities | |
$ | 184,705,232 | |
| |
| | |
NAV | |
$ | 354,629,594 | |
Number of Class A units Outstanding | |
| 3,647,093 | |
NAV per Class A unit | |
$ | 97.24 | |
Our
NAV per Class A unit is based on the NAV of our assets and investments (such as our portfolio of commercial real estate properties) in
addition to any other assets (such as cash on hand following any distributions to our Manager pursuant to its Class B units, if any),
less any liabilities (such as our construction loans), including the allocation or accrual of management fees, allocation or accrual
of gains or distributions distributable to our Manager pursuant to its Class B units and expenses reimbursable to our Manager and its
affiliates, including our Sponsor.
We
calculate NAV per Class A unit using a process designed to produce a fair and accurate estimate of the price that would be received for
our assets and investments in an arm’s-length transaction between a willing buyer and a willing seller in possession of all material
information about our assets and investments. Our Manager periodically reviews our valuation methodologies and policies to determine
whether they remain in the best interests of our Members and may adjust our methodologies as it deems appropriate. Our determination
of NAV is not a representation or guarantee that we will be able to fully realize our NAV upon a sale of our assets and investments,
or that our Class A units will trade at our NAV per Class A unit on the NYSE American.
Please
refer to “Net Asset Value Calculation and Valuation Policies” in our Prospectus for more detailed information about how our
NAV is calculated.
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