Belpointe PREP LLC 单元-A美国存托凭证招股说明书(2025-09-22版)

Belpointe PREP, LLCUp to $750,000,000 of Class A units This prospectus supplement (this “Supplement”) updates and supplements the prospectus dated May 12, 2023 (the“Prospectus”), as supplemented by Supplement No. 1, dated May 18, 2023, Supplement No. 2, dated June 6, 2023, Supplement No. 3,dated August 25, 2023, Supplement No. 4, dated September 1, 2023, Supplement No. 5, dated November 17, 2023, Supplement No. 6,dated November 17, 2023, Supplement No. 7, dated February 29, 2024, Supplement No. 8, dated June 3, 2024, Supplement No. 9,dated August 30, 2024, Supplement No. 10, dated November 29, 2024, Amendment No. 1 to Supplement No. 10, dated February 14,2025, Supplement No. 11, dated March 10, 2025, Supplement No. 12, dated May 30, 2025, and Supplement No. 13, dated August 29,2025, which forms a part of our registration statement on Form S-11 (No. 333-271262). Capitalized terms used but not otherwisedefined in this Supplement shall have the meanings ascribed to them in the Prospectus. This Supplement is being filed to update, amend and supplement the information included in the Prospectus with theinformation contained in our Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) onSeptember 19, 2025 (the “Current Report”). Accordingly, we have attached the Current Report to this Supplement. This Supplement 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 isany inconsistency between the information in the Prospectus and this Supplement, you should rely on the information in thisSupplement. Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 15 of theProspectus, and under similar headings in any amendment or supplements to the Prospectus. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined ifthis Supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this Supplement is September 22, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 8-K CURRENT REPORTPursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2025 (September 15, 2025) Belpointe PREP, LLC(Exact name of registrant as specified in its charter) 84-4412083(IRS EmployerIdentification No.) Delaware(State or other jurisdictionof incorporation) 255 Glenville RoadGreenwich, Connecticut(Address or principal executive offices) 06831(Zip Code) (203) 883-1944(Registrant’s telephone number, including area code) Not Applicable(Former name or former address, if changes since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐ Item 1.01 Entry into a Material Definitive Agreement. On September 15, 2025, 900 Eighth, LP, a Tennessee limited partnership (the “Seller”), and indirect majority-ownedsubsidiary of the Belpointe PREP, LLC (together with its subsidiaries, “we” “us” “our” or the “Company”), entered into an Agreementfor Purchase and Sale of Property (the “Purchase and Sale Agreement”) with WP South Acquisitions, L.L.C., a Georgia limitedliability company (the “Buyer”), for the sale of our approximately 3.2-acre land assemblage located at 900 8th Avenue South,Nashville, Tennessee, together with all improvements thereon and rights to intangible personal property related thereto (collectively,“900 8th Avenue South”), for an aggregate purchase price of $19.3 million, subject to adjustment for any additional number of unitsthat the Buyer is permitted and intends to construct in excess of the minimum number of units set forth in the Purchase and SaleAgreement.