Belpointe OZ Adjourns Annual Meeting to January 28, 2025 and Announces Notice of Noncompliance with NYSE American Continued Listing Standards

Rhea-AI Summary

Belpointe OZ (NYSE American: OZ) has rescheduled its adjourned annual meeting to January 28, 2025, at 12:00 p.m. E.T. at its Greenwich, Connecticut headquarters. The record date remains October 30, 2024, and previously submitted votes will remain valid.

The company received a notice of noncompliance from NYSE American on January 6, 2025, for failing to hold its Annual Meeting by December 31, 2024. This noncompliance with Section 704 of the NYSE American Company Guide may result in the addition of a below compliance indicator (.BC) to the company's ticker symbol until compliance is regained.

Positive

• None.

Negative

• Failure to hold Annual Meeting by December 31, 2024 deadline
• Risk of receiving below compliance (.BC) indicator on ticker symbol
• NYSE American listing standards violation

Insights

Legal and Compliance Expert

The dual announcement of meeting adjournment and NYSE American noncompliance represents a concerning development for Belpointe OZ. The failure to hold the Annual Meeting by the December 31, 2024 deadline triggers Section 704 compliance issues, potentially affecting investor confidence and market perception. The .BC (Below Compliance) indicator addition to the ticker symbol serves as a public warning flag.

The timing of the meeting postponement to January 28, 2025, coupled with the need for 'additional materials distribution' raises governance questions. While the company maintains its commitment to NYSE American listing standards, the noncompliance notice adds a layer of regulatory scrutiny and risk. For a company with a relatively modest market cap of $249.8 million, maintaining listing compliance is important for market access and institutional investment eligibility.

The regulatory impact extends beyond mere procedural delays - it signals potential internal control or governance challenges that warrant closer monitoring. The company's response and timeline to regain compliance will be critical factors in the weeks ahead.

Corporate Governance Analyst

This situation reveals significant corporate governance red flags. The need for 'additional materials distribution' this late in the annual meeting process suggests possible material disclosure issues or internal control weaknesses. The unchanged record date of October 30, 2024, combined with the extended delay to January 28, 2025, creates an unusually long gap between record date and meeting date.

The noncompliance with NYSE American listing standards is particularly problematic because:

• It may trigger forced selling by institutional investors with strict investment guidelines
• It could impact the company's ability to raise capital efficiently
• It may lead to increased borrowing costs and stricter covenant requirements

The combination of meeting postponement and listing standard violations suggests deeper operational or administrative challenges that could affect shareholder value in the near term.

GREENWICH, CONNECTICUT, Jan. 08, 2025 (GLOBE NEWSWIRE) -- Belpointe PREP, LLC (NYSE American: OZ) (“Belpointe OZ,” “we,” “us,” “our” or the “Company”) today announced that its adjourned annual meeting (the “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 have been no changes to the items of business that are scheduled to be voted on at the adjourned Annual Meeting. We encourage all of our unitholders to read our 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.

To request a separate copy of the proxy materials or for further assistance, unitholders may contact our Investor Relations team by:

• Phone: 1-833-828-2721
• Mail: Belpointe PREP, LLC, 255 Glenville Road, Greenwich, Connecticut 06831
• Email: IR@belpointeoz.com
  

Belpointe OZ also today announced that, on January 6, 2025, the Company received a letter from NYSE American LLC (“NYSE American”) indicating that, as a result of having not held its Annual Meeting 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.

The Company remains committed to maintaining its listing on the NYSE American and will take all necessary steps to ensure compliance with applicable continued listing standards.

About Belpointe OZ

Belpointe OZ is a publicly traded qualified opportunity fund, listed on NYSE American under the symbol “OZ.” To date, Belpointe OZ has over 2,500 units in its development pipeline throughout four cities, representing an approximate total project cost of over $1.3 billion.

Belpointe OZ has filed two registration statements (including a combined prospectus) with the U.S. Securities and Exchange Commission (“SEC”) for the offer and sale of up to an aggregate of $1,500,000,000 of Class A units representing limited liability interests in Belpointe OZ (the “Class A units”). Before you invest, you should read Belpointe OZ’s most recent prospectus and the other documents that it has filed with the SEC for more complete information about Belpointe OZ and the offering. Investing in Belpointe OZ’s Class A units involves a high degree of risk, including a complete loss of investment. Prior to making an investment decision, you should carefully consider Belpointe OZ’s investment objectives and strategy, risk factors, fees and expenses and any tax consequences that may results from an investment in Belpointe OZ’s Class A units. To view Belpointe OZ’s most recent prospectus containing this and other important information visit sec.gov or investors.belpointeoz.com. Alternatively, you may request Belpointe OZ send you the prospectus by calling (203) 883-1944 or emailing IR@belpointeoz.com. Read the prospectus in its entirety before making an investment decision.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this press release may be considered forward-looking, such as statements containing estimates, projections, and other forward-looking information. Forward-looking statements are typically identified by words and phrases such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” or the negative of such words and other comparable terminology. However, the absence of these words does not mean that a statement is not forward-looking. Any forward-looking statements expressing an expectation or belief as to future events is expressed in good faith and believed to be reasonable at the time such forward-looking statement is made. However, these statements are not guarantees of future events and involve risks, uncertainties, and other factors beyond our control. Therefore, we caution you against relying on any of these forward-looking statements. Actual outcomes and results may differ materially from what is expressed in any forward-looking statement. Except as required by applicable law, including federal securities laws, we do not intend to update any of the forward-looking statements to conform them to actual results or revised expectations.

Investor Relations and Media Contact:
Cody H. Laidlaw
Belpointe PREP, LLC
255 Glenville Road
Greenwich, Connecticut 06831
IR@belpointeoz.com
203-883-1944

FAQ

When is Belpointe OZ's (OZ) rescheduled annual meeting?

Belpointe OZ's annual meeting has been rescheduled for Tuesday, January 28, 2025, at 12:00 p.m. E.T. at the company's Greenwich, Connecticut headquarters.

Why did Belpointe OZ (OZ) receive a NYSE American noncompliance notice?

Belpointe OZ received a noncompliance notice for failing to hold its Annual Meeting by December 31, 2024, violating Section 704 of the NYSE American Company Guide.

What are the consequences of NYSE American noncompliance for Belpointe OZ (OZ)?

The company's ticker symbol may receive a below compliance (.BC) indicator until it holds its Annual Meeting and regains compliance with listing standards.

What is the record date for Belpointe OZ's (OZ) rescheduled annual meeting?

The record date for the Annual Meeting remains unchanged as October 30, 2024.