United States securities and exchange commission logo May 24, 2022 Brandon Lacoff Chairman of the Board and Chief Executive Officer Belpointe PREP, LLC 255 Glenville Road Greenwich, Connecticut 06831 Re: Belpointe PREP, LLC Draft Registration Statement on Form S-11 Submitted May 10, 2022 CIK No. 0001807046 Dear Mr. Lacoff: We have conducted a limited review of your draft registration statement. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing any requested information and by publicly filing your registration statement and non-public draft submission on EDGAR. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to this comment and your filed registration statement, we may have additional comments. Draft Registration Statement on Form S-11 submitted May 10, 2022 General 1. We note your disclosure that your offering is at a price per Class A unit "of within 5%" of NAV. Since you do not appear eligible to conduct an at the market offering in reliance on Rule 415(a)(1)(x), please provide a detailed analysis of why you believe the adjustable price range based on NAV is consistent with Rule 415(a)(1) of Regulation C. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. We also remind you that your registration statement must be on file no later than 48 hours prior to the requested effective date and time. Refer to Rules 460 and 461 regarding requests for Brandon Lacoff Belpointe PREP, LLC May 24, 2022 Page 2 acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Isabel Rivera at 202-551-3518 or James Lopez at 202-551- 3536 with any questions. Sincerely, FirstName LastNameBrandon Lacoff Division of Corporation Finance Comapany NameBelpointe PREP, LLC Office of Real Estate & Construction May 24, 2022 Page 2 cc: Vanessa J. Schoenthaler FirstName LastName