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United States securities and exchange commission logo





                             August 10, 2021

       Brandon E. Lacoff
       Chief Executive Officer
       Belpointe PREP, LLC
       255 Glenville Road
       Greenwich, Connecticut 06831

                                                        Re: Belpointe PREP, LLC
                                                            Amendment No. 1 to
Registration Statement on Form S-11
                                                            Filed July 16, 2021
                                                            File No. 333-255424

       Dear Mr. Lacoff:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our May
19, 2021 letter.

       Amendment No. 1 to Registration Statement on Form S-11 filed July 16,
2021

       Unaudited Pro Forma Consolidated Financial Statements
       Note B. 1991 Main, page 100

   1.                                                   Please expand your
disclosure to more thoroughly describe the terms of the QOZB sale,
                                                        including the amount
and form of consideration you expect to receive as a result of the
                                                        transaction. In that
regard, it appears that you intend to acquire a $23 million loan
                                                        receivable as part of
the transaction. Your expanded disclosure should include a
                                                        discussion of the terms
of the loan. Additionally, your disclosure should discuss whether
                                                        you expect to retain
sufficient continuing involvement in the QOZB assets such that you
                                                        will not meet the
criteria to derecognize the assets.
 Brandon E. Lacoff
FirstName  LastNameBrandon E. Lacoff
Belpointe PREP, LLC
Comapany
August 10, NameBelpointe
           2021          PREP, LLC
August
Page 2 10, 2021 Page 2
FirstName LastName
Note E. The Offer, Conversion and Merger, page 101

2.       Please expand your disclosure to more clearly describe the net assets
you expect to
         acquire as a result of the acquisition of Belpointe REIT and the
purpose for the
         transaction. In that regard, we note that you intend to dispose of
substantially all of the
         real estate assets of Belpointe REIT promptly after the acquisition
transaction.
       You may contact Peter McPhun at 202-551-3581 or Robert Telewicz at
202-551-3438 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Maryse Mills-Apenteng at 202-551-3457 or James Lopez at 202-551-3536
with any
other questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of Real
Estate & Construction
cc:      Vanessa Schoenthaler, Esq.
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