What changed in this filing

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Item 1. Business

2023-03-31 compared with 2022-03-11 · 323 added, 174 removed, 173 unchanged (74% of the section changed)

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of Our Business and Operations

are the first and only publicly traded qualified opportunity fund listed on a national securities exchange.

We are a Delaware limited

liability company formed on January 24, 2020, and intend to operate in a manner that will allow us to qualify as a partnership for U.S.

federal income tax purposes.

We are focused on identifying, acquiring, developing or redeveloping and managing commercial real estate

located within qualified opportunity zones.

are the only publicly traded qualified opportunity fund listed on a national securities exchange.

We are a Delaware limited liability

company formed on January 24, 2020, and intend to operate in a manner that will allow us to qualify as a partnership for U.S.

income tax purposes.

We are focused on identifying, acquiring, developing or redeveloping and managing commercial real estate located

within qualified opportunity zones.

At least 90% of our assets consist of qualified opportunity zone property.

We qualified as

a qualified opportunity fund beginning with our taxable year ended December 31, 2020.

Because we are a qualified opportunity fund certain

of our investors are eligible for favorable capital gains tax treatment on their investments.

We qualified as a qualified

opportunity fund beginning with our taxable year ended December 31, 2020.

Because we are a qualified opportunity fund certain of our

investors are eligible for favorable capital gains tax treatment on their investments.

of our assets are and will continue to be held by, and all of our operations are and will continue to be conducted through, one or more

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of up to $750,000,000 in our Class A units (the “Primary Offering”).

From the period of October 7, 2021 through December

31, 2021, we issued 2,132,039 Class A units in our Primary Offering, raising gross offering proceeds of $213.2 million.

Together with

the gross proceeds raised in Belpointe REIT’s prior offerings, as of December 31, 2021, we have raised aggregate gross offering

cash proceeds of $332.2 million.

has and continues to pose significant threats and in certain cases serious disruptions to the U.S.

and global economy, especially in

light of variants that appear to spread more easily than the original virus, and has, among other things, created ongoing disruptions

in global supply chains, impacted job markets and adversely affected a number of industries.

With vaccines now more widely available,

as of the year ended December 31, 2021, the global economy has started to reopen and restrictions previously imposed by governmental

and other authorities to contain the spread of the virus, such as business closures and limitations on travel, as well as responses by

businesses and individuals to reduce the risk of exposure to infection, including through reduced travel, cancellation of in-person events,

and implementation of work-at-home policies, have begun to ease.

Nevertheless, the recovery could remain uneven and is subject to setbacks,

particularly given the uncertainty surrounding the distribution and acceptance of vaccines and their effectiveness against new variants.

As a result, we remain unable to predict when normal economic activity and business operations will fully resume and COVID-19 continues

to present material uncertainty and risk with respect to our future performance and future financial results, including the potential

to negatively impact our costs of operations, the value of any investments we make and laws, regulations and governmental and regulatory

policies applicable to us.

the evolving nature of COVID-19, the extent to which it may impact our future performance and future financial results will depend on

future developments which remain highly uncertain at this time and as a result we are unable to estimate the impact that COVID-19 may

have on our future financial results at this time.

Our Manager continuously reviews our investment and financing strategies for optimization

and to reduce our risk in the face of the rapid development and fluidity of this situation.

From the period of October 7, 2021, the date of the

first closing held in connection with our Primary Offering, through December 31, 2021, we issued 2,132,039 Class A units in our Primary

Offering, raising net offering proceeds of $212.6 million.

For the year ended December 31, 2022, we issued 141,300 Class A units in connection

with our Primary Offering, raising net offering proceeds of $13.5 million.

Together with the gross proceeds raised by Belpointe REIT,

(“Belpointe REIT”) in its prior offerings, as of December 31, 2022, we have raised aggregate gross offering cash proceeds

of $346.3 million.

See “—Our Transactions with Belpointe REIT, Inc.” for additional details regarding our transaction

with Belpointe REIT.

Transactions with Belpointe REIT, Inc.

to the terms of an Agreement and Plan of Merger, dated April 21, 2021 (the “Merger Agreement”), we, through BREIT Merger,

LLC, a Delaware limited liability company (“BREIT Merger”), and our wholly-owned subsidiary, completed an offer (the “Offer”)

to exchange each outstanding share of common stock, par value $0.01 per share (the “Common Stock”), of Belpointe REIT, Inc.,

a Maryland corporation (“Belpointe REIT”) validly tendered in the Offer for 1.05 Class A units (the “Class A units”)

representing limited liability company interests of the Company, with any fractional Class A units rounded up to the nearest whole unit

the year ended December 31, 2021, pursuant to the terms of an Agreement and Plan of Merger (the “Merger Agreement”), we conducted

an offer to exchange (the “Offer”) each outstanding share of common stock (the “Common Stock”), of Belpointe

REIT validly tendered in the Offer for 1.05 of our Class A units, with any fractional Class A units rounded up to the nearest whole unit

(the “Transaction Consideration”).

Following consummation of the Offer, and upon satisfaction of certain conditions precedent

in the Merger Agreement, on October 1, 2021, in accordance with the terms of the Merger Agreement, Belpointe REIT converted from a corporation

into BREIT, LLC, a Maryland limited liability company (“BREIT”), with each outstanding share of Common Stock being converted

into a limited liability company interest (an “Interest”) in BREIT, and, on October 12, 2021, all other conditions to the

Merger (as defined in the Merger Agreement) having been satisfied BREIT merger with and into BREIT Merger, with BREIT Merger surviving.

In the Merger, each Interest issued and outstanding immediately prior to the Merger was converted into the right to receive the Transaction

Consideration.

to and in connection with the Offer and Merger, we entered into a series of loan transactions with Belpointe REIT whereby:

(i) on October

28, 2020, Belpointe REIT advanced us $35.0 million evidenced by a secured promissory note (the “First Secured Note”) bearing

interest at a rate of 0.14%, due and payable on the Maturity Date (as hereinafter defined) and secured by all of our assets, (ii) on

February 16, 2021, Belpointe REIT advanced us an additional $24.0 million evidenced by a second secured promissory note (the “Second

Secured Note”) on the same terms as the First Secured Note, and (iii) on May 28, 2021 we entered into an agreement with Belpointe

REIT to amend the Maturity Date of the First Secured Note and Second Secured Note to December 31, 2021 (the “Maturity Date”)

and Belpointe REIT advanced us an additional $15.0 million evidenced by a third secured promissory note (the “Third Secured Note”

and, together with the First Secured Note and Second Secured Note, the “Secured Notes”) on the same terms as the First Secured

Note and Second Secured Note.

consummation of the Merger, effective October 12, 2021, we entered into a Release and Cancellation of Indebtedness agreement with BREIT

Merger, the surviving entity in the Merger, pursuant to the terms of which BREIT Merger cancelled the Secured Notes and discharged us

from all obligations to repay the principal and any accrued interest on the Secured Notes.

The Offer was completed on September 14, 2021.

the Offer, and in accordance with the terms of the Merger Agreement, Belpointe REIT converted from a corporation into a limited liability

company (the “Conversion”) named BREIT, LLC (“BREIT”).

In the Conversion each outstanding share of Common Stock

was converted into a limited liability company interest (an “Interest”) in BREIT.

The Conversion was completed on October

the Conversion, and in accordance with the terms of the Merger Agreement, BREIT merged with and into BREIT Merger, LLC (“BREIT

Merger”), our wholly owned subsidiary (the “Merger”).

In the Merger, each outstanding Interest was converted into the

right to receive the Transaction Consideration.

The Merger was completed on October 12, 2021.

to and in connection with the Offer and Merger, we entered into a series of loan transactions with Belpointe REIT, whereby Belpointe

REIT advanced us an aggregate of $74.0 million evidenced by a series of secured promissory notes (the “Secured Notes”) bearing

interest at a rate of 0.14%, due and payable on December 31, 2021, and secured by all of our assets.

Upon consummation of the Merger,

BREIT Merger acquired the Secured Notes as successor in interest to Belpointe REIT and, effective October 12, 2021, we entered into a

Release and Cancellation of Indebtedness agreement with BREIT Merger pursuant to the terms of which BREIT Merger cancelled the Secured

Notes and discharged us from all obligations to repay the principal and any accrued interest on the Secured Notes.

are externally managed by our Manager, Belpointe PREP Manager, LLC, and, pursuant to the terms of a management agreement between us,

our Operating Companies and our Manager (the “Management Agreement”), our Manager manages our day-to-day operations, implements

our investment objectives and strategy and performs certain services for us, subject to oversight by our board of directors (the “Board”).

Subject to the limitations set forth in our Amended and Restated Limited Liability Company Operating Agreement (the “Operating

our investment objectives and strategy and performs certain services for us, subject to oversight by our board of directors (our “Board”).

Subject to the limitations set forth in our Amended and Restated Limited Liability Company Operating Agreement (our “Operating

Agreement”), a team of investment and asset management professionals, acting through our Manager, makes all decisions regarding

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estate-related companies, as well as private equity acquisitions and investments, and opportunistic acquisitions of other qualified opportunity

funds and qualified opportunity zone businesses, subject to the limitations in our operating agreement.

funds and qualified opportunity zone businesses.

Manager also provides portfolio management, marketing, investor relations, financial, accounting and other administrative services on

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and oversees its businesses, such as wealth management, legal and real estate services.

Our Sponsor’s senior executives have an

aggregate of over 100 years of experience in the acquisition, development and ownership of real estate and have successfully built over

$1 billion in multifamily and mixed-use developments.

Our Sponsor’s financial management division currently manages over $3 billion

in public securities.

Our Sponsor’s senior executives have substantial

experience in the acquisition, development and ownership of real estate and, as of December 31, 2022, its affiliates have facilitated

or originated 13 real estate assets with aggregate purchase prices and construction costs of approximately $400 million.

Our Sponsor’s

financial management division also currently manages over $3 billion in public securities.

Investment Objectives and Investment Strategy

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Furthermore, there are no prohibitions

in our Operating Agreement on the amount or percentage of assets that may be invested in a single property, and we expect, at least initially,

to have a limited number of properties.

in our Operating Agreement on the amount or percentage of assets that may be invested in a single property.

Opportunity Zone Program

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States ( e.g ., state governors) and designated by the Secretary of the Treasury.

There are more than 8,700 qualified opportunity

zones throughout the United States and its territories.

are more than 8,700 qualified opportunity zones throughout the United States and its territories.

“qualified opportunity fund” is generally defined as an investment vehicle that is taxed as a corporation or partnership

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A qualified opportunity fund must determine whether it meets the 90% Asset Test on each

(i) the last day of the first six-month period of its taxable year, and (ii) the last day of its taxable year (each a “Test

The opportunity zone regulations allow a qualified opportunity fund to apply the 90% Asset Test without taking into

account any assets it receives in the 6-month period preceding the Test Date, provided those assets are held in cash, cash equivalents

and debt instruments with a term of 18-months or less.

Subject to a one-time six-month cure period, for each month following a Test

Date in which a qualified opportunity fund fails to meet the 90% Asset Test it will incur a penalty equal to:

(a) the excess of 90% of

the fund’s aggregate assets over the aggregate amount of qualified opportunity zone property held by the fund, multiplied by (b)

the short-term federal interest rate plus 3%.

However, notwithstanding a qualified opportunity fund’s failure to meet the 90% Asset

Test, no penalty will be imposed if the fund demonstrates that its failure is due to reasonable cause.

We qualified as a qualified opportunity

fund beginning with our taxable year ended December 31, 2020.

of (i) the last day of the first six-month period of its taxable year, and (ii) the last day of its taxable year (each a “Test

opportunity zone regulations allow a qualified opportunity fund to apply the 90% Asset Test without taking into account any investments

received in the 6-month period preceding the Test Date, provided those investments are (i) received (a) solely in exchange for stock

by a qualified opportunity fund that is a corporation, or (b) as a contribution by a qualified opportunity fund that is a partnership,

and (ii) held continuously from the fifth business day after the exchange or contribution, as applicable, through the Test Date in cash,

cash equivalents or debt instruments with a term of 18 months or less.

to a one-time six-month cure period, for each month following a Test Date in which a qualified opportunity fund fails to meet the 90%

Asset Test it will incur a penalty equal to (a) the excess of 90% of the fund’s aggregate assets over the aggregate amount of qualified

opportunity zone property held by the fund, multiplied by (b) the short-term federal interest rate plus 3%.

However, notwithstanding

a qualified opportunity fund’s failure to meet the 90% Asset Test, no penalty will be imposed if the fund demonstrates that its

failure is due to reasonable cause.

initially qualified as a qualified opportunity fund beginning with our taxable year ended December 31, 2020.

eligible investor may defer recognition of capital gains (short-term or long-term) resulting from the sale or exchange of capital assets

by reinvesting those gains into a qualified opportunity fund within a period of 180 days of the sale or exchange (the “Deferred

Capital Gains”).

(or business assets the gain on the sale of which is treated as capital gain) by reinvesting those gains into a qualified opportunity

fund within a period of 180 days generally beginning on the date of the sale or exchange (the “Deferred Capital Gains”).

The 180-day period generally begins on the day on which the gains would be recognized for U.S.

federal income

tax purposes had they not been reinvested into a qualified opportunity fund.

Deferred Capital Gains are recognized on the earlier of

December 31, 2026 or the date on which an inclusion event occurs, such as the date on which the investor sells its qualified opportunity

fund investment.

federal income tax purposes had they not

been reinvested into a qualified opportunity fund.

Deferred Capital Gains are recognized on the earlier of December 31, 2026 or the date

on which an inclusion event occurs, such as the date on which the investor sells its qualified opportunity fund investment.

individuals and entities that recognize capital gains for U.S.

federal income tax purposes are eligible to elect to defer.

This includes

natural persons as well as entities such as corporations, regulated investment companies, real estate investment trusts (“REITs”),

partnerships and other pass-through entities (including, certain common trust funds, qualified settlement funds, and disputed ownership

eligible investor may also elect to receive an increase in basis with respect to its qualified opportunity fund investment interest equal

to the fair market value of the investment interest on the date of its sale or exchange if the investor holds the qualified opportunity

fund investment for a period of ten years or more, up to December 31, 2047.

Thus, an investor will not recognize capital gains for U.S.

federal income tax purposes as a result of an appreciation in its qualified opportunity fund investment interest.

in Multifamily and Mixed-Use Rental Properties

majority of our initial qualified opportunity zone investments have been and will continue to be multifamily and mixed-use rental property

development projects.

We define development projects to include a range of activities from capital improvement or major redevelopment

and lease-up of existing buildings to ground up construction.

Specifically, we may acquire multifamily and mixed-use rental properties

that may benefit from enhancement or repositioning and development.

In each case, these multifamily and mixed-use rental properties will

meet our investment objectives and may include conventional multifamily rental properties, such as mid-rise, high-rise, and garden-style

properties, as well as student housing and age-restricted properties (typically requiring that at least one resident of each unit be

55 or older).

Location, condition, design and amenities are key characteristics for multifamily and mixed-use rental properties.

terms and conditions of any apartment lease that we enter into with our residents may vary substantially;

however, we expect that a majority

of our leases will be standardized leases customarily used between landlords and residents for the specific type and use of the property

in the geographic area in which the property is located.

In the case of apartment communities, such standardized leases generally have

terms of one year.

For an overview of our investments in multifamily and mixed-use rental properties, see Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Investments in Multifamily and Mixed-Use Rental Properties.”

in Commercial Real Estate Loans

to our ability to satisfy the requirements in connection with our qualification as a publicly traded partnership and qualified opportunity

fund, we anticipate acquiring commercial real estate loans and mortgages related to our targeted investments by directly originating

loans or purchasing them from third party sellers.

Although we generally prefer the benefits of direct origination, current market conditions

have created situations where holders of commercial real estate debt may be in distress and therefore willing to sell at prices that

compensate purchasers for the lack of control typically associated with directly structured investments.

primary focus will be to originate and invest in (i) senior mortgage loans that are predominantly three to five-year term loans of either

fixed or floating rates providing capital for the acquisition, refinancing or repositioning of commercial real estate and development

projects and that immediately provide us with current income, (ii) structurally subordinated first mortgage loans and junior participations

in first mortgage loans or participations in these types of assets secured by commercial real estate and development projects primarily

located in the United States and its territories, and (iii) mezzanine loans backed by commercial real estate and development projects

that fit our investment objectives and strategy.

For an overview of our investments in commercial real estate loans, see Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Investments in Commercial Real Estate Loans.”

in Debt and Equity Securities Issued by Other Real Estate-Related Companies

to our ability to satisfy the requirements in connection with our qualification as a publicly traded partnership and qualified opportunity

fund, we also may acquire equity interests in entities that own, operate or control commercial real property, equity securities issued

by real-estate related public companies and debt securities, such as senior unsecured debt and investment grade, non-investment grade

or unrated structured products.

Possible Investments

our initial investments consist of and we anticipate that they will continue to consist of qualified opportunity zone investments, we

may make other investments, for example in alternative commercial properties such as data centers and solar projects.

In fact, we may

invest in any type of commercial real estate properties, real estate-related assets, including commercial real estate loans and mortgages,

and debt and equity securities issued by other real estate-related companies, as well as make private equity acquisitions and investment,

and opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses that we believe to be in

our best interest, subject to certain limitations set forth in our conflicts of interest policy related to investments involving our

Manager, our Sponsor and their affiliates.

federal income tax purposes are eligible to elect to defer their capital

gains by investing in a qualified opportunity fund within the applicable 180-day period.

This includes natural persons as well as entities

such as corporations, regulated investment companies, real estate investment trusts (“REITs”), partnerships and other pass-through

entities (including, certain common trust funds, qualified settlement funds, and disputed ownership funds).

Eligible investors must make

deferral elections on Form 8949, Sales and Other Dispositions of Capital Assets , which will need to be attached to their U.S.

federal income tax returns for the taxable year in which the capital gain would have been recognized had it not been deferred.

Form 8997, Initial and Annual Statement of Qualified Opportunity Fund (QOF) Investments , requires eligible investors holding a

qualified opportunity fund investment at any point during the tax year to report:

(i) qualified opportunity fund investments holdings

at the beginning and end of the tax year;

(ii) current tax year capital gains deferred by investing in a qualified opportunity fund;

and (iii) qualified opportunity fund investments disposed of during the tax year.

Eligible investors who have not properly followed the

instructions for Form 8997, Initial and Annual Statement of Qualified Opportunity Fund (QOF) Investments , may receive a Letter

6502, Reporting Qualified Opportunity Fund (QOF) Investments , or a Letter 6503, Annual Reporting of Qualified Opportunity Fund

(QOF) Investments , from the Internal Revenue Service (“IRS”) if the IRS is missing information, the investor entered

invalid information, or the requirements to maintain a qualifying investment have not been followed.

Eligible investors who receive a

Letter 6502, Reporting Qualified Opportunity Fund (QOF) Investments , or a Letter 6503, Annual Reporting of Qualified Opportunity

Fund (QOF) Investments , may need to file an amended return or an administrative adjustment request with a properly completed Form

8997, Initial and Annual Statement of Qualified Opportunity Fund (QOF) Investments .

eligible investor may elect to increase the tax basis with respect to its qualified opportunity fund investment interest to the fair

market value of the investment interest, and similarly may elect to exclude from income gains from sales of non-inventory assets by the

qualified opportunity fund, if the investor holds the qualified opportunity fund investment interest for a period of ten years or more

prior to the date of sale, up to December 31, 2047.

Provided these requirements are met, for U.S.

federal income tax purposes an eligible

investor will not be required to pay federal income tax on a sale of its qualified opportunity fund investment interest.

will not be available with respect to sales or exchanges after December 31, 2047.

of the date of this Form 10-K, our investment portfolio consisted of the following multifamily and mixed-use rental properties:

Main Street – Sarasota, Florida – 1991 Main Street (“1991 Main”) is a 5.13-acre site which was originally

acquired for an aggregate purchase price of $20.7 million, inclusive of transaction costs and deferred financing fees.

A portion of the

aggregate purchase of 1991 Main was funded by a $10.8 million secured loan from First Foundation Bank (the “Acquisition Loan”),

which we repaid in full on April 22, 2022.

currently anticipate that 1991 Main will be developed into a 424-apartment home community consisting of one-bedroom, two-bedroom and

three-bedroom apartments, and four-bedroom townhome-style penthouse apartments, as well as six guest suite apartments, with approximately

51,000 square feet of retail space located on the first level.

1991 Main will consist of two high-rise buildings with 7 stories in the

front and 10 stories in the rear, and over 900 parking spaces consisting of garage and surface parking.

Each building will include a

clubroom, fitness room, center courtyard with heated saltwater pool and roof top amenities including a community room and a private dining

area for private events as well as outdoor grills and seating.

In addition, each building will have its own leasing office located at

the entry lobby.

the year ended December 31, 2022, we entered into a construction management agreement for the development of 1991 Main.

The construction

management agreement contains terms and conditions that are customary for a project of this type and will be subject to a guaranteed

maximum price (a “GMP”).

We currently anticipate that the remaining funding for construction and soft costs associated with

the development will be a minimum of $218.9 million, inclusive of the GMP, and are building to an estimated unlevered yield of greater

The development is currently under construction, and we expect initial occupancies to occur in the first half of 2024.

is expected to be completed by the end of 2024.

Main is located within the historic downtown Sarasota at the intersection of Main Street and Links Avenue, has a Walk Score ®

ranking of 90 out of 100, and is located in a high foot traffic area next to a number of popular retail establishments.

Fruitville Road – Sarasota Florida – 1900 Fruitville Road (“1900 Fruitville”) is a 1.2-acre site, consisting

of a retail building and parking lot, which we acquired for an aggregate purchase price of $4.7 million, inclusive of transaction costs.

The sole tenant in the building vacated in January 2022 and we currently anticipate that the property will be used as a future development

First Avenue North and 900 First Avenue North – St.

Petersburg, Florida – 902-1020 First Avenue North (“902-1020

First”) consists of several parcels, comprising 1.6-acres of land, which we acquired for an aggregate purchase price of $12.1 million,

inclusive of transaction costs.

We currently anticipate that 902-1020 First will be developed into a high-rise building featuring approximately

269-apartment homes consisting of studio, one-bedroom, two-bedroom and three-bedroom units, with approximately 15,500 square feet of

retail space located on the first level and a four-level parking garage.

We currently anticipate that 902-1020 First will consist of

a 15-story high-rise building, comprised of two 11-story residential towers above a 4-story parking garage.

We currently anticipate amenities

will include a clubroom, fitness center, courtyard with a swimming pool, shared working space and a leasing office.

902-1020 First is

located in the downtown district of St.

Petersburg, one mile west of Tampa Bay and the downtown waterfront district, as a Walk Score ®

ranking of 91 out of 100 and features direct access to downtown amenities such as public parking, restaurants, museums and cultural

First Avenue North (“900 First”) is a parcel of land with a two-tenant retail building which we acquired for an aggregate

purchase price of $2.5 million, inclusive of transaction costs.

900 First will remain a two-tenant retail building and we have taken

the additional development rights and added them to 902-1020 First.

Petersburg placed 44 th on Niche’s 2023 Best Cities to Live in America list, earning an Overall Niche Grade of A.

Petersburg is the 5th largest city in Florida and the 88th largest city in the United States and has an average annual population growth

rate of approximately 1.57% since 2020.

Petersburg is one of the fastest growing neighborhoods in the Tampa-St.

Petersburg-Clearwater

metropolitan statistical area (“MSA”) and has experienced increased demand in recent years because of proximity to the water,

sporting events, shopping, bars and restaurants in the neighborhood.

The Tampa-St.

Petersburg-Clearwater MSA is home to more than 20

corporate headquarters, seven of which are Fortune 1,000 companies.

Petersburg area also includes a branch of St.

College and the University of South Florida St.

Petersburg and is home to two professional sports teams, the Tampa Bay Rays (Major League

Baseball) and the Tampa Bay Rowdies (United Soccer League Championship).

1702 and 1710 Ringling Boulevard – Sarasota, Florida – 1701 Ringling Boulevard (“1701 Ringling”) and 1710

Ringling Boulevard (“1710 Ringling”) make up a 1.6-acre site, consisting of a six-story office building and a parking lot

which we acquired for an aggregate purchase price of $7.0 million, inclusive of transaction costs.

We currently anticipate that 1701

Ringling will be renovated into a modern office building, consisting of approximately 80,000 square feet of rentable space, with 1710

Ringling consisting of an approximately 128-space parking lot.

Upon acquiring 1701 Ringling we entered into a new lease agreement with

the existing tenant covering approximately 42,000 square feet for an initial term of 20 years, and several lease extension options.

to 1701 Ringling will include the creation of a glass front lobby area, the conversion of the existing freight elevator into an oversized

passenger elevator and the reinstallation of windows into the façade.

Ringling Boulevard (“1702 Ringling” and, together with 1701 Ringling and 1710 Ringling, “1701-1710 Ringling”)

is a 0.327-acre site consisting of a fully-leased, single-story 1,546 gross square foot single-tenant office building and associated

parking lot, which we acquired for an aggregate purchase price of $1.5 million, inclusive of transaction costs.

We currently anticipate

holding 1702 Ringling for future multifamily development and density and massing studies are underway for conceptual design.

Ringling is located within the historic downtown Sarasota area along Ringling Boulevard, a major two-way arterial road, with good access

to the surrounding Sarasota market, as well as easy access to Interstate 75 and the greater Tampa-St Petersburgh area.

1701-1710 Ringling

has a Walk Score ® ranking of 93 out of 100, and is located in a high foot traffic area close to a number of popular restaurants

and retail establishments.

Overall, the neighborhood is in the stable to growth trend stage of its life cycle.

Middle Turnpike and Cedar Swamp Road – Storrs, Connecticut – 497-501 Middle Turnpike (“497-501 Middle”)

is an approximately 60.0-acre site, consisting of approximately 30 acres of former golf course and approximately 30 acres of undeveloped

hiking and biking trails surrounding wetlands.

We acquired a majority ownership interest in CMC Storrs SPV,

LLC (“CMC”) , the holding company for 497-501 Middle, for an initial capital contribution of $3.8 million.

currently anticipate that 497-501 Middle will be developed into an approximately 250-apartment home community and that amenities will

include a leasing office, clubhouse with a demonstration kitchen, fitness center, game room, study/lounge area, meeting rooms, and an

outside AstroTurf meadow.

Swamp Road (“Cedar Swamp Road”) is a 1.1-acre site immediately adjacent to 497-501 Middle, which we acquired for a purchase

price of $0.3 million, inclusive of transaction costs.

We currently anticipate adding Cedar Swamp Road to the 497-501 Middle development.

Middle and Cedar Swamp Road are located less than a mile from the main college campus at the University of Connecticut (“UConn”)

in Storrs, Connecticut (“Storrs”), approximately 30 minutes from Hartford, Connecticut, and 90 minutes from Boston, Massachusetts.

UConn ranked 26th among “top public universities” nationally in the 2022 U.S.

New & World Report (“U.S.

collegiate rankings, and, based on a fact sheet published by UConn, over 18,000 undergraduate students attended college at the Storrs

campus in 2021, with 75% of those students living off campus.

According to U.S.

News, UConn has one of the worst housing units to student

ratios of major universities in the U.S.

8th Avenue South – Nashville, Tennessee – 900 8th Avenue South (“900 8th Avenue South” or “Nashville

1”) is a 3.2-acre land assemblage, which we acquired for an aggregate purchase price of $19.7 million, inclusive of transaction

We recently completed the demolition of an existing structure on 900 8th Avenue South and currently anticipate a future mixed-use

part of our acquisition of 900 8th Avenue South, on February 24, 2021, an indirect wholly-owned subsidiary of our Operating Company and

an unaffiliated third party (the “JV Partner”) entered into a limited liability company agreement (the “LLC Agreement”)

for BPOZ 900 Eighth QOZB, LLC (the “BPOZ 900 Eighth QOZB”), an indirect holding company for 900 8th Avenue South.

to the LLC Agreement, the JV Partner assigned the purchase and sale agreement for 900 8th Avenue South together with a previously paid

property deposit of $0.4 million to BPOZ 900 Eighth QOZB in exchange for the JV Partner’s deemed initial capital contribution of

$0.2 million and a promissory note (the “900 Eighth Promissory Note”) from 900 Eighth, LP, the direct holding company for

900 8th Avenue South, in the amount of $0.2 million.

The 900 Eighth Promissory Note earned interest at the greater of (i) 1% per annum,

or (ii) the short-term adjusted applicable federal rate for the current month for purposes of Section 1288(b) of the U.S.

Internal Revenue

Code of 1986, as amended (the “Code”), and was repaid in full in April 2022.

2022 report published by PricewaterhouseCoopers ranked Nashville as the number one real estate market, with the best overall real estate

prospects and one of the fastest-growing metro areas.

Nashville is headquarters to a diverse group of Fortune 1000 companies, such as

HCA Healthcare, Dollar General, Community Healthy Systems, Delek, Tractor Supply, Brookdale Senior Living, Acadia Healthcare, Cracker

Barrel, Louisiana-Pacific and Genesco.

It is also home to a number of colleges and universities, such as Tennessee State University,

Vanderbilt University, Belmont University, Fisk University, Trevecca Nazarene University and Lipscomb University.

Nashville is the largest

apartment market in the state of Tennessee, and currently the Nashville apartment market has a 94.2% occupancy rate.

While COVID-19 disrupted

economic growth trends in Nashville, the metro has seen job growth return over the past several months coinciding with the phased reopening

of the local economy.

8th Avenue South is located in central Nashville at the north end of the 8th Avenue south district, has a Walk Score ®

ranking of 85 out of 100, and is located within walking distance of a number of popular retail, dining and nightlife establishments in

downtown Nashville.

1700 Main Street – Sarasota, Florida

– 1700 Main Street (“1700 Main”) is a 1.3-acre site, consisting of a former gas station, a three-story office building

with parking lot and a three-story retail building, which we acquired for an aggregate purchase price of $6.9 million, inclusive of transaction

We currently anticipate that 1700 Main will be redeveloped into a 168-apartment home community consisting of one-bedroom, two-bedroom

and three-bedroom units, with approximately 7,000 square feet of retail space located on the first two levels.

We anticipate that 1700

Main will consist of a 10-story podium style building with a 3-story, 360-space garage and 7 stories of apartments above, including a

clubroom, fitness center, courtyards with a swimming pool and rooftop terraces as well as a leasing office.

We have placed the development

of 1700 Main on hold pending re-zoning by the City of Sarasota.

We have engaged an architectural firm for conceptual studies so that we

can prepare a design to present to the City of Sarasota for approval once the re-zoning is complete.

News & World Report ranked Sarasota

as the ninth best place to live in the United States for 2021-2022, number two among the fastest growing places in the U.S., and the number

one best place to retire.

Sarasota is headquarters to a diverse group of large companies, such as Boar’s Head Provisions, CAE Healthcare,

PGT Innovations, Tervis, Sun Hydraulics and Voalte.

The Sarasota area also has a large number of universities including the University

of Southern Florida, Florida State University’s College of Medicine campus, Ringling College, State College of Florida, Keiser College

and New College of Florida.

According to the U.S.

Department of Housing and Urban Development (HUD), the housing demand for the Northport-Sarasota-Bradenton

MSA is 11,950 new units between August 2020-2023, but only 3,250 housing units will be delivered in that timeframe causing a short fall

of 8,700 units by the completion of construction.

In addition, Sarasota was included in Forbes’ list of cities that have experienced

the highest rental rate jumps year-over-year for the September 2020-2021 period, with an average increase of 21%.

1700 Main is located within the historic downtown Sarasota area along Main

Street, has a Walk Score ® ranking of 95 out of 100, and is located in a high foot traffic area next to a number of popular

restaurants and retail establishments.

Nashville No.

2 – Nashville, Tennessee

– Our second investment in Nashville, Tennessee (“Nashville No.

2”) is an approximately 8.0-acre site, consisting of

two industrial buildings and associated parking, which we acquired for an aggregate purchase price of $21.0 million, inclusive of transaction

We currently anticipate that Nashville No.

2 will be redeveloped into mixed-use residential community consisting of studio, one-bedroom,

two-bedroom and three-bedroom apartments.

The buildings will have a fitness center, game room, co-working spaces, outdoor heated saltwater

swimming pool, riverfront courtyards and rooftop terraces as well as a leasing office.

Nashville No.

3 – Nashville, Tennessee

– Our third investment in Nashville, Tennessee, is an approximately 1.7-acre site consisting of a single-story, 10,000 square foot

retail building and associated parking lot, which we acquired for an aggregate purchase price of $2.1 million, inclusive of transaction

The building is leased back to the seller through November 2023, with the ability to continue month to month thereafter.

4 – Nashville, Tennessee – Our fourth investment in Nashville, Tennessee, is an approximately 5.9-acre site consisting

of an industrial building, which we acquired for an aggregate purchase price of $16.4 million, inclusive of transaction costs.

is leased back to the seller through June 2024.

We currently anticipate that Nashville No.

4 will be redeveloped into a mixed-use residential

community consisting of studio, one-bedroom, two-bedroom and three bedroom apartments.

Road – Storrs, Connecticut – Storrs Road (“Storrs Road”) is a 9.0-acre parcel of land near UConn,

which we acquired for an aggregate purchase price of $0.1 million, inclusive of transaction costs.

We currently anticipate holding Storrs

Road for future multifamily development.

1750 Storrs Road - Storrs, Connecticut

- 1750 Storrs Road (“1750 Storrs”) is an approximately 19.0-acre development site near UConn, which we acquired for an

aggregate purchase price of $5.5 million, inclusive of transaction costs.

We currently anticipate that 1750 Storrs

will be developed into a multifamily mixed-use development, featuring one-bedroom, two-bedroom and three-bedroom townhomes.

are anticipated to include a clubhouse, with state-of-the-art fitness center, chef’s kitchen and more.

901-909 Central Avenue North –

Petersburg, Florida – 901-909 Central Avenue North is a 0.13-acre site consisting of a fully-leased single-story 5,328 gross

square foot retail/office building comprised of 4 units located in St.

Petersburg, Florida, which we acquired for an aggregate purchase

price of $2.6 million, inclusive of transaction costs.

Venture and Other Co-Ownership Arrangements

3 unchanged sentences

investment (each an “Investment Partner”), and our role, in general, is as a passive investor.

Investment Partners that are

members of the Belpointe SP Group do not generally make cash investments in our joint venture investments.

into joint venture investments aligns our interests with the interests of our Investment Partner for the benefit of the holders of our

43 unchanged sentences

of the Company

intend to operate in a manner that will allow us to qualify as a partnership for U.S.

federal income tax purposes.

If our Manager determines

that it is no longer in our best interests to continue as a partnership for U.S.

federal income tax purposes, our Manager may elect to

treat us as an association or as a publicly traded partnership taxable as a corporation for U.S.

currently intend to operate in a manner that will allow us to qualify as a partnership for U.S.

federal income tax purposes.

to be taxable as a corporation for U.S.

federal income tax purposes, we may also elect to qualify and be taxed as a REIT.

If our Manager

determines that it is no longer in our best interests to continue as a partnership for U.S.

federal income tax purposes, our Manager

may elect to treat us as an association or as a publicly traded partnership taxable as a corporation for U.S.

federal (and applicable

state) income tax purposes.

If we elect to be taxable as a corporation for U.S.

federal (and applicable state) income tax purposes, we

may also elect to qualify and be taxed as a REIT.

an entity that is treated as a partnership for U.S.

11 unchanged sentences

federal income tax

purposes may nevertheless be taxable as a corporation if it is a “publicly traded partnership” within the meaning of the

Internal Revenue Code of 1986, as amended (the “Code”).

An entity is a publicly traded partnership under the Code if its

interests are (i) traded on an established securities market, or (ii) readily tradable on a secondary market or the substantial equivalent

Our Class A units are listed on the NYSE American under the symbol “OZ.” There is, however, an exception to taxation

as a corporation which is available if at least 90% of a partnership’s gross income for every taxable year consists of “qualifying

income” (the “Qualifying Income Exception”) and the partnership is not required to register under the Investment Company

Act of 1940, as amended (the “Investment Company Act”).

Qualifying income includes certain interest income, dividends, real

property rents, gains from the sale or other disposition of real property and any gain from the sale or disposition of a capital asset

or other property held for the production of income that otherwise constitutes qualifying income.

We intend to manage our affairs so

that we will meet the Qualifying Income Exception in each taxable year and so that neither we nor any of our subsidiaries are required

to register under the Investment Company Act.

purposes may nevertheless be taxable as a corporation if it is a “publicly traded partnership” within the meaning of Section

7704 the Internal Revenue Code of 1986, as amended (the “Code”).

An entity that would otherwise be classified as a partnership

is a publicly traded partnership within the meaning of Section 7704 of the Code if its interests are (i) traded on an established securities

market, or (ii) readily tradable on a secondary market or the substantial equivalent thereof.

Our Class A units are listed on the NYSE

American under the symbol “OZ.” There is, however, an exception to taxation as a corporation which is available if at least

90% of a partnership’s gross income for every taxable year consists of “qualifying income”and the partnership is not

required to register under the Investment Company Act of 1940, as amended (the “Qualifying Income Exception”).

income includes certain interest income (other than from a financial business), dividends, real property rents, gains from the sale or

other disposition of real property and any gain from the sale or disposition of a capital asset or other property held for the production

of income that otherwise constitutes qualifying income.

We intend to manage our affairs so that we will meet the Qualifying Income Exception

in each taxable year and so that neither we nor any of our subsidiaries are required to register under the Investment Company Act of

1940, as amended.

operations are subject, in certain instances, to supervision and regulation by federal, state and local governmental authorities, and

40 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business