What changed in this filing

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Item 1A. Risk Factors

2023-03-31 compared with 2022-03-11 · 347 added, 278 removed, 1118 unchanged (36% of the section changed)

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are a recently formed company and have a limited operating history and we may not be able to achieve our investment objectives.

the date of this Form 10-K, we have made 12 qualified opportunity zone investments in three state and are primarily reliant on the proceeds

derived from our Primary Offering and financing provided by our Sponsor or its affiliates to fund our operations.

We cannot assure you

that the past experiences of our Sponsor or its affiliates will be sufficient to allow us to successfully achieve our investment objectives.

In addition, there can be no assurance that we will be able to successfully identify, make and realize any additional investments or

generate returns for our investors.

of the year ended December 31, 2022, we had 17 qualified opportunity zone investments in three states and are primarily reliant on

the proceeds derived from our public offerings and any financing that might be provided by our Sponsor or its affiliates to fund our

We cannot assure you that the past experiences of our Sponsor or its affiliates will be sufficient to allow us to

successfully achieve our investment objectives.

addition, there can be no assurance that we will be able to successfully identify, make and realize any additional investments or generate

returns for our investors.

Furthermore, there can be no assurance that our investors will receive any distributions.

These factors

increase the risks that your investment may not generate returns comparable to other real estate investment alternatives.

These factors increase

the risk that your investment may not generate returns comparable to other real estate investment alternatives.

have only held our investments for a limited period of time, and you will not have the opportunity to evaluate our future investments

before we make them, which makes your investment more speculative.

have only held our investments for a limited period of time and are not able to provide you with any information to assist you in evaluating

the merits of any specific properties or real estate-related investments that we may acquire, except for investments that may be described

in one or more supplements to the prospectus for our Primary Offering.

We have only held our investments for a

limited period of time and are not able to provide you with any information to assist you in evaluating the merits of any specific properties

or real estate-related investments that we may acquire, except for investments that may be described in one or more filings that we make

with the U.S.

Securities and Exchange Commission (“SEC”).

We will continue to seek to invest substantially all of the net

offering proceeds from our Primary Offering, and any other offerings that we may conduct, after the payment of fees and expenses, in

the acquisition of or investment in real estate and real estate-related assets, including commercial real estate loans and mortgages,

and debt and equity securities issued by other real estate companies, as well as select private equity investments, and opportunistic

acquisitions of other qualified opportunity funds and qualified opportunity zone businesses.

However, because you will be unable to evaluate

the economic merit of our investments before we make them, you will have to rely entirely on the ability of our Manager to select suitable

and successful investment opportunities.

There can be no assurance that our Manager will be successful in obtaining suitable investments

or that, if such investments are made, our investment objectives will be achieved.

Furthermore, our Manager will have broad discretion

in selecting investments, and you will not have the opportunity to evaluate potential investments.

These factors increase the risk that

your investment may not generate returns comparable to other investment alternatives.

Class A units are listed on the NYSE American, however, an active, liquid and orderly market for our Class A units may not develop or

be sustained.

Class A units are listed on the NYSE American under the symbol “OZ,” however, an active, liquid and orderly market for our

Class A units may not develop or be sustained.

Further, because we are a qualified opportunity fund eligible investors 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 our

Class A units within a period of 180 days of the sale or exchange (the “Deferred Capital Gains”).

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 an investor

sell their Class A units.

Eligible investors may also elect to receive an increase in basis with respect to our Class A units equal to

their fair market value on the date of sale or exchange if they hold our Class A units for a period of ten years or more, up to December

Consequently, fewer Class A units may be actively traded in the public markets which would reduce the liquidity of the market

for our Class A units.

If an active market for our Class A units does not develop or is not sustained, you may be unable to sell your

Class A units at the time you desire to sell them, at price at or above the price you paid for them, or it may result in volatility in

the price of our Class A units.

An inactive market may also impair our ability to raise capital by selling Class A units and may impair

our ability to make opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses using our

Class A units as consideration.

we are unable to find suitable investments, we may not be able to achieve our investment objectives or pay distributions.

ability to achieve our investment objectives and to pay distributions depends on the ability of our Manager to select suitable and successful

investment opportunities for us.

If we fail to raise sufficient proceeds from the sale of Class A units in our Primary Offering, we will

be unable to make additional investments.

At the same time, the more money we raise in Primary Offering, and any other offerings that

we may conduct, the greater our challenge will be to invest all of the net offering proceeds in investments that meet our investment

Our investments consist of and are expected to continue to consist of properties located in qualified opportunity zones for

the development or redevelopment of multifamily, student housing, senior living, healthcare, industrial, self-storage, hospitality, office,

mixed-use, data centers and solar projects located throughout the United States and its territories.

We also anticipate identifying,

acquiring, developing or redeveloping and managing a wide range of commercial real estate properties located throughout the United States

and its territories, including, but not limited to, real estate-related assets, such as commercial real estate loans and mortgages, and

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

and opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses, with the goal of increasing

distributions and capital appreciation.

We cannot assure you that our Manager will be successful in locating and obtaining suitable qualified

opportunity zone investments or that, if our Manager makes qualified opportunity zone investments on our behalf, our objectives will

What’s more, increased competition from other opportunity zone funds as well as any prospective legislative or regulatory

changes related to qualified opportunity zone investments, may make it more difficult for our Manager to make suitable qualified opportunity

zone investments.

If we, through our Manager, are unable to find suitable investments promptly, we may invest in short-term, investment-grade

obligations or accounts in a manner that is consistent with our intended qualification as a publicly traded partnership and qualified

opportunity fund.

If we would continue to be unsuccessful in locating suitable investments, we may ultimately decide to liquidate.

the event we are unable to timely locate suitable investments, we may be unable or limited in our ability to pay distributions and we

may not be able to meet our investment objectives.

offering proceeds from our Primary Offering, and any other offerings that we may conduct, after the payment of fees and expenses, in the

acquisition of or investment in real estate and real estate-related assets, including commercial real estate loans and mortgages, and

debt and equity securities issued by other real estate companies, as well as select private equity investments, and opportunistic acquisitions

of other qualified opportunity funds and qualified opportunity zone businesses.

However, because you will be unable to evaluate the economic

merit of our investments before we make them, you will have to rely entirely on the ability of our Manager to select suitable and successful

investment opportunities.

There can be no assurance that our Manager will be successful in obtaining suitable investments or that, if

such investments are made, our investment objectives will be achieved.

Furthermore, our Manager has broad discretion in selecting investments,

and you will not have the opportunity to evaluate potential investments.

These factors increase the risk that your investment may not

generate returns comparable to other investment alternatives.

Class A units are listed on the NYSE American, however, an active, liquid and orderly market for our Class A units may not develop or be

Class A units are listed on the NYSE American under the symbol “OZ,” however, an active, liquid and orderly market for

our Class A units may not be sustained.

Further, because we are a qualified opportunity fund eligible investors may defer

recognition of capital gains (short-term or long-term) resulting from the sale or exchange of capital assets (or business assets the

gain on sale of which is treated as a capital gain) by reinvesting those gains into our Class A units within a period of 180 days

generally beginning on the date of the sale or exchange (the “Deferred Capital Gains”).

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 an

investor sells their Class A units.

Eligible investors may also elect to increase the tax basis of Class A units held by them to

their fair market value on the date of sale or exchange if they hold our Class A units for a period of ten years or more, up to

December 31, 2047.

This benefit is not available with respect to sales or exchanges after December 31, 2047.

Consequently, fewer

Class A units may be actively traded in the public markets which would reduce the liquidity of the market for our Class A units.

an active market for our Class A units is not sustained, you may be unable to sell your Class A units at the time you desire to sell

them, at a price at or above the price you paid for them, or without experiencing volatility in the price of our Class A units.

inactive market may also impair our ability to raise capital by selling Class A units and may impair our ability to make

opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses using our Class A units as

consideration.

If we are unable

to raise sufficient proceeds in our ongoing Primary Offering, and any other offerings that we may conduct, we may

not be able to fund all of our existing projects or find additional suitable investments, and, as a result, we may not be able to achieve

our investment objectives or pay distributions.

ability to achieve our investment objectives and to pay distributions depends, in part, on our ability to fund our existing projects

and on the ability of our Manager to find additional suitable and successful investment opportunities for us.

If we fail to raise su fficient

proceeds from the sale of Class A units in our Primary Offering, and any other offerings that we may conduct, we may be unable to fund

all of our existing projects or to make additional suitable investments.

At the same time, the more money we raise in our Primary Offering,

and any other offerings that we may conduct, the greater our challenge will be to invest all of the net offering proceeds in investments

that meet our investment criteria.

Our investments consist of and are expected to continue to consist of properties located in qualified

opportunity zones for the development or redevelopment of multifamily, student housing, senior living, healthcare, industrial, self-storage,

hospitality, office, mixed-use, data centers and solar projects (collectively, “the qualified opportunity zone investments”)

located throughout the United States and its territories.

We also anticipate identifying, acquiring, developing or redeveloping and managing

a wide range of commercial real estate properties located throughout the United States and its territories, including, but not limited

to, real estate-related assets, such as commercial real estate loans and mortgages, and debt and equity securities issued by other real

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

opportunity funds and qualified opportunity zone businesses, with the goal of increasing distributions and capital appreciation.

assure you that our Manager will be successful in locating and obtaining additional suitable qualified opportunity zone investments or

that, if our Manager makes additional qualified opportunity zone investments on our behalf, our objectives will be achieved.

more, increased competition from other opportunity zone funds as well as any prospective legislative or regulatory changes related to

qualified opportunity zone investments, may make it more difficult for our Manager to make suitable qualified opportunity zone investments.

If we, through our Manager, are unable to find suitable investments promptly, we may invest in short-term, investment-grade obligations

or accounts in a manner that is consistent with our qualification as a publicly traded partnership and qualified opportunity fund.

we would continue to be unsuccessful in locating suitable investments, we may ultimately decide to liquidate.

In the event we are unable

to timely locate suitable investments, we may be unable or limited in our ability to pay distributions and we may not be able to meet

our investment objectives.

ability to deploy the capital we raise in our Primary Offering may be constrained.

We may have difficulty identifying and purchasing

suitable properties on attractive terms.

In addition, increased competition from other opportunity zone funds, a lack of suitable qualified

opportunity zone investment opportunities or other market-related constraints, may also make it more difficult for our Manager to deploy

the capital we raise in our Primary Offering.

Therefore, there could be a delay between the time we receive net proceeds from the sale

of our Class A units in our Primary Offering and the time we invest the net proceeds.

This could cause a substantial delay in the time

it takes for your investment to realize its full potential return and could adversely affect our ability to pay regular distributions

of cash flow from operations to you.

If we fail to timely invest the net proceeds of our Primary Offering, our results of operations and

financial condition may be adversely affected.

NAV per Class A unit may change materially from our current NAV.

established the offering price of our Class A units in our Primary Offering on an arbitrary basis and it bears no relationship to our

book or asset values or to any other established criteria for valuing equity.

Through no later than the first quarter following the December

31, 2022 year end, the net asset value (“NAV”) of our Class A units will be equal to $100.00 per Class A unit.

no later than the first quarter following the December 31, 2022 year end, and every quarter thereafter, we plan to calculate the NAV

of our Class A units on a quarterly basis.

The per Class A unit purchase price will be adjusted within approximately 60 days of the last

day of each quarter (the “Determination Date”).

We will calculate our NAV as of the Determination Date (rounded to the nearest

dollar) and any adjustment to our NAV will take effect as of the first business day following its public announcement.

Our adjusted NAV

per Class A unit will be equal to our adjusted NAV as of the Determination Date (rounded to the nearest dollar) divided by the number

of Class A units outstanding on the Determination Date.

We plan to calculate the net asset value

(“NAV”) of our Class A units on a quarterly basis.

The per Class A unit purchase price

will be adjusted within approximately 60 days of the last day of each quarter (the “Determination Date”).

We will calculate

our NAV as of the Determination Date (rounded to the nearest dollar) and any adjustment to our NAV will take effect as of the first business

day following its public announcement.

Our adjusted NAV per Class A unit will be equal to our adjusted NAV as of the Determination Date

(rounded to the nearest dollar) divided by the number of Class A units outstanding on the Determination Date.

and appraisals of our real estate and real estate assets are estimates of fair value and may not necessarily correspond to realizable

value, in addition it may be difficult to reflect, fully and accurately, material event that impact our NAV.

value, in addition it may be difficult to reflect, fully and accurately, material events that impact our NAV.

NAV will be calculated using a process that may reflect some or all of the following components:

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goal is to provide a reasonable estimate of the market value of our Class A units within approximately 60 days of the last day of each

calculations are not governed by governmental or independent securities, financial or accounting rules or standards.

calculations are not set by governmental or independent securities, financial or accounting rules or standards.

is important to note that the determination of our NAV will not be based on, nor is it intended to comply with, fair value standards

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(iii) our Class A units will

trade at their NAV per Class A unit on the NYSE American;

trade at their NAV per Class A unit on the NYSE;

or (iv) a third party would offer the NAV per Class A unit in an arm’s-length

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our NAV, by reducing the amount of our assets.

Sponsor does not hold a significant amount of our equity, and therefore may not be as strongly incentivized to avoid losses a sponsor

who holds a significant equity investment, and as a result you may be more likely to sustain a loss on your investment.

Sponsor does not hold a significant amount of our equity, and therefore may not be as strongly incentivized to avoid losses as a

sponsor who holds a significant equity investment, and as a result you may be more likely to sustain a loss on your

Sponsor, Belpointe, LLC, and an affiliate of our Sponsor have acquired 100 of our Class A units in connection with our formation for

net proceeds to us of $10,000.

Accordingly, our Sponsor will have very little exposure to loss in the value of our Class A units.

this exposure, you may be at a greater risk of loss because our Sponsor does not have as much to lose from a decrease in the value of

our Class A units as a sponsor who makes a more significant equity investment would.

Sponsor currently sponsors and will in the future sponsor other investment programs some of which compete with us.

Sponsor has previously sponsored two real estate funds and a qualified opportunity fund real estate investment trust (“REIT”)

with investment criteria similar to ours.

Our Sponsor and its affiliates will in the future sponsor other investment programs some of

which may compete with us or have similar investment criteria to our own, and there are no limits or restrictions on the right of our

Sponsor, or any of its affiliates, including our Manager, to engage in any other business or sponsor other investment programs of any

Manager and its affiliates have little or no experience managing a portfolio of assets in the manner necessary to maintain our intended

qualification as a publicly traded partnership and qualified opportunity fund or our exclusion or exemption from registration under the

Investment Company Act.

order to maintain our intended qualification as a publicly traded partnership and qualified opportunity fund and our exclusion or exemption

from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”), our assets and investment

may be subject to certain restrictions that could limit our operations meaningfully.

The publicly traded partnership rules and regulations

and Opportunity Zone Regulations (as hereinafter defined) are highly technical and complex, and our failure to comply with the requirements

and limitations imposed by these rules and regulations could prevent us from qualifying as a publicly traded partnership or qualified

opportunity fund or could force us to pay unexpected taxes and penalties.

Our Manager and its affiliates have little or no experience

managing assets and investments in the manner necessary to maintain our intended qualification as a publicly traded partnership and qualified

opportunity fund or our exclusion or exemption from registration under the Investment Company Act.

This inexperience may hinder our ability

to achieve our objectives, result in our failing to achieve or losing of our qualification as a publicly traded partnership or qualified

opportunity fund or our exclusion or exemption from registration under the Investment Company Act.

As a result, we cannot assure you

that we will be able to successfully operate as a publicly traded partnership and qualified opportunity fund, comply with regulatory

requirements applicable to publicly traded partnerships and qualified opportunity funds, maintain our exclusion or an exemption from

registration under the Investment Company Act, or execute our business strategies.

Accordingly, our Sponsor will have very little exposure to a loss in the value of our Class A units.

Without this exposure, you may be at a greater risk of loss because our Sponsor does not have as much to lose from a decrease in the

value of our Class A units as a sponsor who makes a more significant equity investment would.

Sponsor currently sponsors and will in the future sponsor other investment programs some of which may compete with

Sponsor has previously sponsored two real estate funds and a qualified opportunity fund with investment criteria similar to ours.

Sponsor and its affiliates will in the future sponsor other investment programs, some of which may compete with us or have similar investment

criteria to our own, and there are no limits or restrictions on the right of our Sponsor, or any of its affiliates, including our Manager,

to engage in any other business or sponsor any other investment programs of any kind.

Manager and its affiliates have little or no experience managing a portfolio of assets in the manner necessary to maintain our qualification

as a publicly traded partnership and qualified opportunity fund or our exclusion or exemption from registration under the Investment

In order to maintain our intended qualification

as a publicly traded partnership and qualified opportunity fund and our exclusion or exemption from registration under the Investment

Company Act of 1940, as amended (the “Investment Company Act”), our assets and investments may be subject to certain restrictions

that could limit our operations meaningfully.

The publicly traded partnership rules and regulations, Opportunity Zone Regulations (as

hereinafter defined) and exclusions and exemptions from registration under the Investment Company Act are highly technical and complex,

and our failure to comply with the requirements and limitations imposed by these rules and regulations could prevent us from qualifying

as a publicly traded partnership or qualified opportunity fund or could force us to pay unexpected taxes and penalties.

Our Manager and

its affiliates have little or no experience managing assets and investments in the manner necessary to maintain our intended qualification

as a publicly traded partnership and qualified opportunity fund or our exclusion or exemption from registration under the Investment Company

This inexperience may hinder our ability to achieve our objectives, result in our failing to achieve or losing of our qualification

as a publicly traded partnership or qualified opportunity fund or our exclusion or exemption from registration under the Investment Company

As a result, we cannot assure you that we will be able to successfully operate as a publicly traded partnership and qualified opportunity

fund, comply with regulatory requirements applicable to publicly traded partnerships and qualified opportunity funds, maintain our exclusion

or an exemption from registration under the Investment Company Act, or execute our business strategies.

adverse changes in our Sponsor’s financial health, or our Sponsor’s or our relationship with our Manager or its affiliates

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operations, implements our investment objectives and strategy and performs certain services for us, subject to oversight by our Board.

our Operating Companies, our Sponsor and our Manager have also entered into an Employee and Cost Sharing Agreement pursuant to which

our Manager is provided with access to, among other things, our Sponsor’s and its affiliates’ portfolio management, asset

valuation, risk management and asset management professionals and services as well as administration professionals and services addressing

legal, compliance, investor relations and information technologies necessary for the performance by our Manager of its duties under the

Management Agreement.

We, our Operating Companies, our Sponsor

and our Manager have also entered into an Employee and Cost Sharing Agreement pursuant to which our Manager is provided with access to,

among other things, our Sponsor’s and its affiliates’ portfolio management, asset valuation, risk management and asset management

professionals and services as well as administration professionals and services addressing legal, compliance, investor relations and information

technologies necessary for the performance by our Manager of its duties under the Management Agreement.

team of investment, asset management and other professionals, acting through our Manager, makes all decisions regarding the origination,

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Further, nothing in our Management Agreement limits or restricts the right of any manager, director,

officer, employee or equityholder of our Manager, or any of its affiliates, including our Sponsor, to engage in any other business or

officer, employee or equity holder of our Manager, or any of its affiliates, including our Sponsor, to engage in any other business or

to render services of any kind to any other person or entity.

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possible that it may ultimately be determined to be unenforceable.

of our Class A units will have limited voting rights and may be bound by a majority or supermajority vote or by a vote of the holder

of our Class M unit, as applicable.

of our Class A units have limited voting rights and may be bound by a majority or supermajority vote or by a vote of the holder of our

Class M unit, as applicable.

are owned by the holders of our Class A units, Class B units and Class M unit.

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M unit has a vote.

holders of our Class A units and Class B units will have voting rights only with respect to certain matters, primarily relating to amendments

holders of our Class A units and Class B units have voting rights only with respect to certain matters, primarily relating to amendments

to our Operating Agreement that would adversely change the rights of the Class A units or Class B units, as applicable, election of our

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would decrease our net income and funds from operations and may further dilute your investment.

will incur increased costs and expenses associated with maintaining our status as a publicly traded partnership and operating as an Exchange

will incur additional costs and expenses associated with maintaining our status as a publicly traded partnership and operating as an Exchange

Act reporting company.

have no history of, and will incur additional costs and expenses associated with, maintaining our status as a publicly traded partnership

We will incur additional costs and expenses associated with, maintaining our status as a publicly traded partnership

and operating as an Exchange Act reporting company.

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are an “emerging growth company,” as defined in the Jump Start Our Business Startups Act of 2012 (“JOBS Act”).

As an emerging growth company, we take advantage of certain exemptions from various reporting and disclosure requirements that are applicable

to public companies that are not emerging growth companies.

For so long as we remain an emerging growth company, we will not be required

As an emerging growth company, we have elected to take advantage of certain exemptions from various reporting and disclosure requirements

that are applicable to public companies that are not emerging growth companies.

For so long as we remain an emerging growth company,

we will not be required to:

an auditor attestation report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act

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growth company can delay adopting certain accounting standards until such standards are otherwise applicable to private companies.

intend to take advantage of the extended transition period.

Since we will not be required to comply with new or revised accounting standards

on the relevant dates on which adoption of such standards is required for other public companies, our financial statements may not be

comparable to the financial statements of companies that comply with public company effective dates.

If we were to subsequently elect

to comply with these public company effective dates, such election would be irrevocable pursuant to Section 107 of the JOBS Act.

have elected to take advantage of the extended transition period.

Since we will not be required to comply with new or revised accounting

standards on the relevant dates on which adoption of such standards is required for other public companies, our financial statements

may not be comparable to the financial statements of companies that comply with public company effective dates.

If we were to subsequently

elect to comply with these public company effective dates, such election would be irrevocable pursuant to Section 107 of the JOBS Act.

will remain an emerging growth company for up to five years, or until the earliest of (i) the last date of the fiscal year during which

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14A(a) and (b) of the Exchange Act.

we fail to maintain effective disclosure controls and procedures or internal controls over financial reporting, we may not be able to

accurately and timely make our required disclosures or report our financial results.

disclosure controls and procedures and internal controls over financial reporting are necessary for us to provide reliable disclosures

and financial reports, adequately detect and prevent misstatements and fraud, and operate successfully.

If we cannot provide reliable

disclosures and financial reports or detect and prevent misstatements and fraud, our reputation and operating results may be harmed.

are continuing to develop and refine our disclosure controls and procedures and improve our internal controls over financial reporting.

We have expended, and anticipate that we will continue to expend, significant resources in order to maintain and improve the effectiveness

of our disclosure controls and procedures and internal control over financial reporting.

However, any disclosure controls and procedures

or internal controls over financial reporting that we put into place, no matter how well designed and operated, can only provide reasonable

assurance of achieving their objectives.

a result of the inherent limitations in the design of any system of controls, our disclosure controls and procedures and internal controls

over financial reporting may not detect or prevent all misstatements and fraud, and we cannot assure you that there will not be significant

deficiencies or material weaknesses in our disclosure controls and procedures and internal control over financial reporting in future

Moreover, for so long as we are an emerging growth company, we will not be required to have an auditor attestation report on

our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act and we cannot assure you that the

systems and processes that we have put into place to evaluate and test our disclosure controls and procedures and internal controls over

financial reporting so as to allow management to report on their effectiveness will be consistently adequate.

If our disclosure controls

and procedures and internal control over financial reporting prove to be ineffective and if we are not able to adequately remediate any

deficiencies, investors may lose confidence in our disclosures and reported financial information, which could materially and adversely

affect our business.

investment returns may be reduced if we are required to register as an investment company under the Investment Company Act.

intend to engage primarily in the business of investing in real estate and to conduct our operations such that neither we nor any of

our subsidiaries are required to register as an “investment company” under the Investment Company Act.

will engage primarily in the business of investing in real estate and to conduct our operations such that neither we nor any of our subsidiaries

are required to register as an “investment company” under the Investment Company Act.

our exclusion from registration under the Investment Company Act will limit our ability to make certain investments.

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be brought against us.

intend to enter into joint ventures, partnerships, co-tenancies and other co-ownership arrangements or participations with affiliates

of our Sponsor and Manager, including Belpointe SP, LLC.

enter into joint ventures, partnerships, co-tenancies and other co-ownership arrangements or participations with affiliates of our Sponsor

and Manager, including Belpointe SP, LLC.

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

Companies, either directly or indirectly through subsidiaries.

To further diversify our investment portfolio, we also intend to enter

into joint ventures, partnerships, co-tenancies and other co-ownership arrangements or participations with affiliates of our Sponsor

and Manager, such as Belpointe SP, LLC (“Belpointe SP”), or its affiliates (together with Belpointe SP, the “Belpointe

SP Group”), as well as independent developers and owners.

anticipate acquiring an interest in properties where a member of the Belpointe SP Group will act as general partner or co-general partner,

manager or co-manager, developer or co-developer, or any of the foregoing, substantially all of which will be structured in one of the

following formats:

member of the Belpointe SP Group will act as the general partner, manager or managing member of a joint venture in which our Operating

To expand our investment portfolio, we will continue to enter into joint

ventures, partnerships, co-tenancies and other co-ownership arrangements or participations with affiliates of our Sponsor and Manager,

such as Belpointe SP, LLC (“Belpointe SP”), or its affiliates (together with Belpointe SP, the “Belpointe SP Group”),

as well as independent developers and owners.

have and will continue to acquire interests in properties where a member of the Belpointe SP Group will act as general partner or co-general

partner, manager or co-manager, developer or co-developer, or any of the foregoing, all of which will be structured in one of the following

member of the Belpointe SP Group will act as the general partner, manager or managing member of joint ventures in which our Operating

Companies, directly or indirectly through subsidiaries, will participate as limited partners or non-managing members, to acquire

stabilized cash flow generating real estate-related assets, including commercial real estate loans and mortgages, and debt and equity

securities issued by other real estate companies, select private equity investments, and opportunistic acquisitions of other qualified

opportunity funds and qualified opportunity zone businesses.

member of the Belpointe SP Group will act as the general partner, manager or managing member of joint ventures in which our Operating

Companies, directly or indirectly through subsidiaries, will participate as limited partners or non-managing members and a member

of the Belpointe SP Group will act as the developer of the projects owned by the joint venture.

member of the Belpointe SP Group will act as the general partner, manager or managing member of joint ventures in which subsidiaries

of our Operating Companies will participate as limited partners or non-managing members.

A member of the Belpointe SP Group will

partner with local developers to create satellite offices, which will act as the developer for multiple joint venture projects with

our Operating Companies, directly or indirectly through subsidiaries, within specific regions of the United States and its territories.

of the Belpointe SP Group will act as the developer of the projects owned by the joint ventures.

member of the Belpointe SP Group retain the services of a local developer to create a Belpointe satellite office, which will act

as the developer for multiple joint venture projects within specific regions of the United States and its territories.

These satellite

offices will enable us to increase our presence and expertise in multiple regions.

Manager or a member of Belpointe SP Group will set up exclusive programmatic joint ventures with experienced regional developers

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the Belpointe SP Group will act as the general partner, manager or managing member of the programmatic joint ventures with subsidiaries

of our Operating Companies participating limited partners or non-managing members.

of our Operating Companies, directly or indirectly through subsidiaries, participating as limited partners or non-managing members.

These programmatic joint ventures will enable us to increase our presence and expertise in multiple regions.

Manager or a member of the Belpointe SP Group will enter into joint ventures with experienced local developers to co-invest and co-develop

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A member of the Belpointe SP Group will act as the general partner, manager or managing member

of the joint ventures with subsidiaries of our Operating Companies participating as limited partners or non-managing members.

of the Belpointe SP Group will act as the co-developer of projects with the joint venture partners and developers.

of the joint ventures with our Operating Companies, directly or indirectly through subsidiaries, participating as limited partners

or non-managing members.

A member of the Belpointe SP Group may act as the co-developer of projects with the joint venture partners

and developers.

Manager or a member of the Belpointe SP Group will enter into joint ventures with independent third-party experienced local developers

to co-invest and co-develop on our behalf.

Typically, the joint venture partners and developers will act as the general partner or

managing member for the joint ventures with subsidiaries of our Operating Companies participating as limited partners or non-managing

do not anticipate members of the Belpointe SP Group making any capital commitments to, or cash investments in, any of our joint venture

In addition, any membership interests that members of the Belpointe SP Group hold in our joint venture investments in their

The joint venture partners and developers will typically act as the general partner or

managing member for the joint ventures with our Operating Companies, directly or indirectly through subsidiaries,participating as

the limited partners or non-managing members.

Any membership interests that members of the Belpointe SP Group hold in our joint venture investments in their

capacity as a general partner, manager or managing member will be exempt from paying any promotes.

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on the financial condition of our joint venture partners and disputes between us and our joint venture partners.

may co-invest in joint ventures with affiliates of our Manager and Sponsor, including members of the Belpointe SP Group, or third parties

in partnerships or other entities that own real estate properties.

We may co-invest in joint ventures with

affiliates of our Manager and Sponsor, including members of the Belpointe SP Group, or third parties in partnerships or other entities

that own real estate properties.

We may acquire non-controlling interests in joint ventures.

we have some control in a joint venture, we would not be in a position to exercise sole decision-making authority regarding the joint

Investments in joint ventures may, under certain circumstances, involve risks not present were another party not involved, including

the possibility that joint venture partners might become bankrupt or fail to fund their required capital contributions.

Joint venture

partners may have economic or other business interests or goals that are inconsistent with our business interests or goals and may be

in a position to take actions contrary to our policies or objectives.

Such investments may also have the potential risk of impasses on

decisions, such as a sale, because neither we nor the joint venture partner would have full control over the joint venture.

between us and joint venture partners may result in litigation or arbitration that would increase our expenses and prevent our officers

and directors from focusing their time and effort on our business.

Consequently, actions by or disputes with joint venture partners might

result in subjecting properties owned by the joint venture to additional risk.

In addition, we may in certain circumstances be liable

for the actions of our joint venture partners.

Even if we have some control in a joint venture,

we would not be in a position to exercise sole decision-making authority regarding the joint venture.

Investments in joint ventures may,

under certain circumstances, involve risks not present were another party not involved, including the possibility that joint venture partners

might become bankrupt, fail to fund their required capital contributions or commit fraud or other bad acts.

Joint venture partners may

have economic or other business interests or goals that are inconsistent with our business interests or goals and may be in a position

to take actions contrary to our policies or objectives.

Such investments may also have the potential risk of impasses on decisions, such

as a sale, because neither we nor the joint venture partner would have full control over the joint venture.

Disputes between us and joint

venture partners may result in litigation or arbitration that would increase our expenses and prevent our officers and directors from

focusing their time and effort on our business.

Consequently, actions by or disputes with joint venture partners might result in subjecting

properties owned by the joint venture to additional risk.

In addition, we may in certain circumstances be liable for the actions of our

joint venture partners.

we have a right of first refusal to buy out a joint venture partner, we may be unable to finance such a buy-out if it becomes exercisable

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Related our Assets and Investments

success is dependent on general market and economic conditions.

activities and investments may be adversely affected by changes in market, economic, political or regulatory conditions, such as interest

rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation

of us or of our investments), and national and international political, environmental and socioeconomic circumstances (including disease

outbreaks, wars, cyberattacks, terrorist acts or security operations), as well as by numerous other factors outside the control of our

These factors may impair our profitability or result in losses.

In addition, general fluctuations in real estate market prices

and interest rates may affect our investment opportunities and the value of our investments.

These factors are outside of our control.

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.

financial condition may also be adversely affected by economic downturn, related to COVID-19 or otherwise.

A recession, slowdown or sustained

downturn in the U.S.

or global economy (or any particular segment thereof), rising inflation or weakening of credit markets could adversely

affect the value of our assets and our profitability, impede our ability to perform under or refinance our existing obligations, and

impair our ability to effectively deploy our capital or effectively exit or realize upon investments on favorable terms.

may be subject to legal, regulatory, reputational and other unforeseen risks that could have a material adverse effect on our business

and operations.

Any of the foregoing events could result in substantial or total losses to us in respect of certain investments, which

losses may be exacerbated by our use of leverage.

success is dependent on general market and economic conditions as well as numerous other factors outside of our control.

activities and investments may be adversely affected by changes in market, economic, political or regulatory conditions, such as

fluctuations in real estate market prices, rising interest rates, availability of credit, credit defaults, rising inflation rates,

supply chain disruptions, labor shortages, economic uncertainty, instability in the banking system, changes in laws (including laws

relating to taxation of us or of our investments), and national and international political, environmental and socioeconomic

circumstances (including disease outbreaks, wars, cyberattacks, terrorist acts or security operations), such as the escalating

conflict between Russia and Ukraine and the severe economic sanctions and export controls imposed by the U.S.

and other governments

against Russia and Russian interests, as well as by numerous other factors outside of our control.

In addition, our financial

condition may be adversely affected by an economic downturn, related to market, economic or political instability, or otherwise.

recession, slowdown or sustained downturn in the U.S.

or global economy (or any particular segment thereof), inflationary pressures

or the weakening of credit markets could adversely affect the value of our investments and our profitability, impede our ability to

perform under or refinance our existing obligations, and impair our ability to effectively deploy our capital or effectively exit or

realize upon investments on favorable terms.

It is not possible for us to predict whether or to what extent these factors may

negatively impact economies around the world, including the U.S., and if any of the foregoing market, economic or political issues

are not managed appropriately, they could impair our profitability or result in substantial or total losses to us in respect of

certain investments, which losses may be exacerbated by our use of leverage.

Recent disruptions in the U.S.

and global banking systems

may adversely affect our ability to obtain construction financing, which may negatively impact our ability to complete projects on budget

and on schedule and, as a result, adversely affect our financial condition and results of operations.

The recent failures of Silicon Valley Bank

(SVB) and Signature Bank (SNY), actions by the U.S.

Department of the Treasury, the Federal Reserve and the FDIC in taking over SVB and

SNY and protecting uninsured depositors, the Biden administration’s call for greater regulation over the U.S.

banking system and

market participants’ increasingly negative outlook on the operating environment for U.S.

and global banks, may make it more difficult

for us to obtain, or cause delays in our obtaining construction financing from banks.

The full effects of SVB and SNY failures, and the

subsequent failure of Credit Suisse, remain to be seen and may not be realized for some time.

There can be no assurance that these events

will not negatively impact our ability to obtain construction financing, complete our development or redevelopment activities on budget

and on schedule or adversely affect our financial condition and results of operations.

market in which we participate is competitive and, if we do not compete effectively, our operating results could be harmed.

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engineering, environmental or geological problems, which may result in delays or increased costs;

stoppages, slowdowns or interruptions;

shortages, slowdowns or interruptions;

with environmental planning and protection regulations and related legal proceedings;

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overall investment return.

intend to enter into joint ventures to acquire properties and other assets and investments.

We may also purchase and develop properties

in joint ventures or in partnerships, co-tenancies or other co-ownership arrangements.

Such investments may involve risks not otherwise

present with other methods of investment, including, for example, the following risks:

enter into joint ventures to acquire properties and other assets and investments.

We may also purchase and develop properties in joint

ventures or in partnerships, co-tenancies or other co-ownership arrangements.

Such investments may involve risks not otherwise present

with other methods of investment, including, for example, the risks:

our co-venturer, co-tenant or partner in an investment could become insolvent or bankrupt;

that our co-venturer, co-tenant or partner in an investment could engage in certain bad acts, such as fraud or intentional

misrepresentation, intentional waste, willful misconduct, criminal acts, misappropriation of funds, that would increase our expenses or

result in other liabilities to us;

such co-venturer, co-tenant or partner may at any time have economic or business interests or goals that are or that become inconsistent

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management fee our Manager receives will be based on our NAV and our Manager is ultimately responsible for calculating our NAV.

pay our Manager a quarterly management fee at an annualized rate of 0.75%.

The management fee is based on our NAV, as calculated by our

Manager at the end of each quarter.

Through no later than the first quarter following the December 31, 2022 year end, the NAV of our

Class A units will be equal to $100.00 per Class A unit.

Thereafter, no later than the first quarter following the December 31, 2022

year end, our NAV will be announced within approximately 60 days of the last day of each quarter.

Our NAV will be calculated using a

process designed to produce a fair and accurate estimate of the price that would be received for our assets and investments in an arm’s-length

transaction between a willing buyer and a willing seller in possession of all material information about our assets and investments.

As with any asset valuation protocol, the conclusions reached by our Manager or any third-party firm that we engage to prepare or assist

with preparing the NAV of our Class A units will involve significant judgments, assumptions, and opinions in the application of both

observable and unobservable attributes that may or may not prove to be correct.

It is important to note that the determination of our

NAV will not be based on, nor is it intended to comply with, fair value standards under U.S.

We pay our Manager

a quarterly management fee at an annualized rate of 0.75%.

The management fee is based on our NAV, as calculated by our Manager at the

end of each quarter.

Our NAV will be announced within approximately 60 days of the last day of each quarter.

Our NAV will be calculated

using a process designed to produce a fair and accurate estimate of the price that would be received for our assets and investments in

an arm’s-length transaction between a willing buyer and a willing seller in possession of all material information about our assets

and investments.

As with any asset valuation protocol, the conclusions reached by our Manager or any third-party firm that we engage to

prepare or assist with preparing the NAV of our Class A units will involve significant judgments, assumptions, and opinions in the application

of both observable and unobservable attributes that may or may not prove to be correct.

It is important to note that the determination

of our NAV will not be based on, nor is it intended to comply with, fair value standards under U.S.

GAAP, and our NAV may not be indicative

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that would be used, or the NAV that would be calculated, by an independent third-party firm.

In addition, our Manager may benefit by

us retaining ownership of our assets and investments in order to avoid a reduction in our NAV at times when the holders of our Class

A units may be better served by the sale or disposition of our assets or investments.

In addition, our Manager may benefit by us

retaining ownership of our assets and investments in order to avoid a reduction in our NAV at times when the holders of our Class A units

may be better served by the sale or disposition of our assets or investments.

If our NAV is calculated in a way that is not reflective

of our actual NAV, then the purchase price of shares of our Class A units may not accurately reflect the value of our assets and investments,

and your Class A units may be worth less than the purchase price paid.

Related to Sources of Financing and Hedging

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in those financing arrangements and the lenders’ and rating agencies’ estimate of the stability of our investment portfolio’s

Our targeted aggregate property-level leverage, excluding any debt at the REIT level or on assets under development or renovation,

Our targeted aggregate property-level leverage, excluding any debt at the corporate level or on assets under development or renovation,

after we have acquired a substantial portfolio of stabilized properties, is between 50-70% of the greater of cost (before deducting depreciation

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Federal Taxation

we fail to qualify as a partnership for U.S.

federal income tax purposes and no relief provisions apply, we would be subject to entity

federal income tax and, as a result, our cash available for distributions and the value of our Class A units could materially

anticipated after-tax economic benefit of an investment in our Class A units depends largely on our being treated as a partnership for

federal income tax purposes.

the fact that we are organized as a limited liability company under Delaware law, we would be treated as a corporation for federal income

tax purposes unless we satisfy a “qualifying income” exception.

Failing to meet the qualifying income requirement, or a change

in current law could cause us to be treated as a corporation for federal income tax purposes or otherwise subject us to taxation as an

we were treated as a corporation for federal income tax purposes, we would pay federal income tax on our taxable income at the corporate

Distributions would generally be taxed again as corporate distributions, and no income, gains, losses or deductions would flow

through to holders of our units.

Because a tax would be imposed on us as a corporation, our cash available for distributions would be

substantially reduced.

Therefore, our treatment as a corporation would result in a material reduction in cash flow and after-tax return

to holders of our Class A units, likely causing a substantial reduction in the value of our Class A units.

will be no assurance that we will continue to meet the requirements for treatment as a partnership.

If we fail to maintain our classification

as a partnership for U.S.

federal income tax purposes and no relief provisions apply, we would be subject to entity level U.S.

income tax and, as a result, our cash available for distributions and the value of our Class A units could materially decrease.

have been treated as a partnership for U.S.

federal income tax purposes since our tax year ended December 31, 2020.

We intend to manage

our affairs so that we continue to meet the requirement for classification as a partnership.

The anticipated after-tax economic benefit

of an investment in our Class A units depends in large part on our continued treatment as a partnership for federal income tax purposes.

the fact that we are organized as a limited liability company under Delaware law, if we fail to meet any of the applicable requirements

for classification as a partnership, we would be treated as a corporation pursuant to section 7704 of the Internal Revenue Code of 1986,

as amended (the “Code”).

we were treated as a corporation for federal income tax purposes, holders of our Class A units would lose the tax benefits associated

with investing in a partnership.

We would pay federal income tax on our taxable income at the corporate tax rate, which is currently

a maximum of 21%, and would likely pay state and local income tax at varying rates.

Our distributions would generally be taxed again

as corporate distributions (to the extent of our current and accumulated earnings and profits), and no income, gains, losses, deductions

or credits would flow through to holders of our units.

Because a tax would be imposed on us as a corporation, our cash available for

distributions would be substantially reduced.

Therefore, our treatment as a corporation would result in a material reduction in cash

flow and after-tax return to holders of our Class A units, likely causing a substantial reduction in the value of our Class A units.

can be no assurance that we will continue to meet the requirements for classification as a qualified opportunity fund.

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on January 13, 2021 and further correcting amendments issued on August 5, 2021 (collectively the “Opportunity Zone Regulations”).

However, qualified opportunity funds and the Opportunity Zone Regulations are a relatively new and as yet untested, and our ability to

However, qualified opportunity funds and the Opportunity Zone Regulations are relatively new and as yet untested, and our ability to

be treated as a qualified opportunity fund and to operate in conformity with the requirements to continue to be treated as a qualified

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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 gain treated as capital gain (short-term or long-term) that result from the sale or exchange of capital assets would have been

recognized had it not been deferred.

In addition, Form 8997 (Initial and Annual Statement of Qualified Opportunity Fund (QOF) Investments)

requires eligible taxpayers 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;

federal income tax returns for the taxable

year in which gain treated as capital gain (short-term or long-term) that result from the sale or exchange of capital assets would have

been recognized had it not been deferred.

In addition, Form 8997, Initial and Annual Statement of Qualified Opportunity Fund (QOF)

Investments, requires eligible taxpayers 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.

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

Opportunity Fund (QOF) Investments , if they have not properly followed the instructions for Form 8997, Initial and Annual Statement

of Qualified Opportunity Fund (QOF) Investments , and the IRS is missing information, the taxpayer entered invalid information, or

the requirements to maintain a qualifying investment have not been followed.

Taxpayers 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 .

The procedures that you will need to follow to defer your capital gains and the

requirements related to maintaining a qualifying investment are highly technical and complex, accordingly, we recommend that you consult

with your own tax advisor.

tax treatment of an investment in our Class A units could be subject to potential legislative, judicial, or administrative changes or

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Class A units may be required to file amended income tax returns.

a partnership, our operating results, including distributions of income, gains, losses, deductions, credits and adjustments to the carrying

value of our assets and investments, will be reported on Schedule K-1 to IRS Form 1065 and distributed annually to each holder of our

Class A units.

Although we currently intend to distribute Schedule K-1s on or around 90 days after the end of our fiscal year, it may

require a substantial period of time after the end of our fiscal year to obtain the requisite information from all lower-tier entities

to enable us to prepare and deliver Schedule K-1s.

For this reason, holders of Class A units who are U.S.

taxpayers should anticipate

the need to file annually with the IRS (and certain states) a request for an extension past the due date of their income tax return.

addition, it is possible that a holder of our Class A units will be required to file amended income tax returns as a result of adjustments

to items on the corresponding income tax returns of the Company or our Operating Companies.

Any obligation of a holder of our Class A

units to file amended income tax returns for the foregoing or any other reason, including any costs incurred in the preparation or filing

of such returns, is the responsibility of each holder of our Class A units.

a partnership, we will report our operating results, including income, gains, losses, deductions, credits and adjustments to the carrying

value of our assets and investments to IRS annually on Form 1065 provide a Schedule K-1 to each holder of our Class A units.

we currently intend to distribute Schedule K-1s on or around 90 days after the end of our fiscal year, it may require a substantial period

of time after the end of our fiscal year to obtain the requisite information from all lower-tier entities to enable us to prepare and

deliver Schedule K-1s.

For this reason, holders of Class A units should anticipate that they will need to file annually with the IRS

(and certain states) a request for an extension past the due date of their income tax return.

addition, it is possible that a holder of our Class A units will be required to file amended income tax returns or report additional

income on later-year tax returns as a result of adjustments to items on income tax returns of the Company or our Operating Companies.

Any obligation of a holder of our Class A units to file amended income tax returns for the foregoing or any other reason, including any

costs incurred in the preparation or filing of such returns, is the responsibility of each holder of our Class A units.

Unresolved Staff Comments.

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 1A. Risk Factors