What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2023-03-31 compared with 2022-03-11 · 66 added, 44 removed, 30 unchanged (79% of the section changed)

2 unchanged sentences

Neither our Class B units nor our Class M unit are listed or traded on any established public trading market.

of March 7, 2022, there were 66 holders of record of our Class A units, and one holder of record of each of our Class B

units and Class M unit, respectively.

of March 24, 2023, there were 47 holders of record of our Class A units, and one holder of record of each of our Class B units

and Class M unit, respectively.

do not expect to pay any distributions until our investments are generating operating cash flow.

1 unchanged sentence

we expect to pay them quarterly, in arrears, but may pay them less frequently as determined by us following consultation with our Manager.

While we have the discretion to modify our distribution policy at any time, we currently anticipate working up to a target distribution

rate of 6-8% per annum.

Any distributions that we do pay will be at the discretion of our Manager, subject to Board oversight, and

based on, among other factors, our present and projected future earnings, cash flow, capital needs and general financial condition, as

well as any requirements of applicable law.

We expect that we will set the rate of distributions at a level that will be reasonably consistent

and sustainable over time.

We have not established a minimum distribution level, and our Operating Agreement does not require that we

pay distributions to the holders of our Class A units.

of Proceeds from Registered Securities

September 30, 2021, the Registration Statement covering our Primary Offering of up to $750,000,000 of Class A units was declared effective

We set our initial offering price at $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 our net asset value (“NAV”) within approximately 60 days

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

If our NAV increases above or decreases below the price per Class

A unit as stated in our prospectus we will adjust the offering price effective as of the first business day following its public announcement.

The adjusted offering price 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.

Board, taking into consideration factors such as the investments we hold and the timing of our ability to generate cash flows, may determine

that it is appropriate for us to begin calculating NAV on a quarterly basis prior to the first quarter following the December 31, 2022

We will file a prospectus supplement with the SEC if we determine to calculate NAV prior to the first quarter following the

December 31, 2022 year end and prospectus supplements disclosing quarterly determinations of our NAV per Class A unit for each fiscal

quarter thereafter.

If a material event occurs in between quarterly updates of NAV that would cause our NAV to change by 10% or more

from the most recently disclosed NAV, we will disclose the updated price and the reason for the change in prospectus supplement as promptly

as reasonably practicable.

the period of October 7, 2021, the date on which we completed the initial closing for the sale of our Class A units, through December

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

As of December

31, 2021, we had raised net proceeds of $212.6 million from the Primary Offering.

The following table summarizes certain information

about the Primary Offering Proceeds:

While we have the discretion to modify our distribution policy at any time, we currently anticipate working up to a target annual distribution

rate of 6-8%.

Any distributions that we do pay will be at the discretion of our Manager, subject to Board oversight, and based on, among

other factors, our present and projected future earnings, cash flow, capital needs and general financial condition, as well as any requirements

of applicable law.

In order to participate in any distribution that we do pay, you must be a holder of record of our Class A units as

of the record date for such distribution, and as of the ex-date, if applicable.

We have not established a minimum distribution level,

and our Operating Agreement does not require that we pay distributions to the holders of our Class A units.

of Proceeds from Registered Sales of Securities

September 30, 2021, the U.S.

Securities and Exchange Commission (the “SEC”) declared effective our registration statement

on Form S-11, as amended (File No.

333-255424) (the “Registration Statement”), registering up to $750,000,000 of our

Class A units on a continuous “best efforts” basis, as part of our ongoing initial public offering (the “Primary Offering”),

at an initial price equal to $100.00 per Class A unit.

We plan to calculate our 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”).

If our NAV increases above or decreases

below the price per Class A unit as stated in our prospectus we will adjust the offering price effective as of the first business day

following its public announcement.

The adjusted offering price 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.

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 in Belpointe

REIT, Inc.’s prior offerings, as of December 31, 2022, we have raised aggregate gross offering cash proceeds of $346.3

See “—Our Transactions with Belpointe REIT, Inc.”

following tables summarize certain information about the Primary Offering proceeds and our use of proceeds, including direct or indirect

payments to our directors, officers, affiliates or to any person owning 10% or more of any class of our equity securities as of December

Offering proceeds

1 unchanged sentence

Gross offering proceeds

$ 227,333,900

Selling commissions

1 unchanged sentence

Net offering proceeds

primarily used the net proceeds from our Primary Offering toward the acquisition of $24.3 million in real estate and real estate-related

In addition to the net proceeds from our Primary Offering, a portion of one of our real estate investments was funded with the

proceeds of a secured loan in the principal amount of $10.8 million.

For additional details regarding our borrowings see Item

“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Capital

$ 226,040,478

$0.3 million of reimbursements to an affiliate for costs incurred on our behalf.

or indirect payments of $1.0 million have been made to others, including payments for legal, accounting, transfer agent, FINRA, and

filing fees, as of December 31, 2022.

all offering costs incurred by the Company in connection with any offer and sale of securities by the Company.

Uses of net offering proceeds

Funding of loans receivable (1)

Purchases and development of real estate (2)

Working capital (3) (4)

Includes direct payment of $30.0 million to Norpointe, an affiliate of

our Chief Executive Officer.

See “ Part III—Item 13—Certain Relationships and Related Transactions, and Director Independence—Our Affiliate Transactions—Our Transaction with Norpointe, LLC ” for additional details

regarding our transactions with Norpointe.

Includes direct or indirect payments of $5.8 million to directors, officers

and affiliates as of December 31, 2022 predominantly for insurance premiums and employee reimbursement

expenditures (pursuant primarily to our development management agreements).

S ee “ Part III—Item 13—Certain Relationships and Related Transactions, and Director Independence—Our Affiliate Transactions ” for

additional information regarding fees incurred on our behalf by, and expenses reimbursable to, our Manager and its affiliates.

Includes direct or indirect payments of $4.6 million to directors, officers

and affiliates as of December 31, 2022 for management fees, insurance premiums and employee cost sharing

expenses (pursuant to our management agreement and employee and cost sharing agreement).

S ee “ Part III—Item 13—Certain Relationships and Related Transactions, and Director Independence—Our Affiliate Transactions ”

for additional information regarding fees incurred on our behalf by, and expenses reimbursable to, our Manager and its affiliates.

direct or indirect payments of $1.3 million to others, including payments for legal, accounting, marketing, transfer agent and filing

fees, as of December 31, 2022.

Sales of Equity Securities

6 unchanged sentences

involving any public offering.

Effective October 30, 2020, our Sponsor sold one common unit to Belpointe Capital Management, LLC,

a Connecticut limited liability and affiliate of our Sponsor, for an aggregate purchase price of $100.00, in reliance upon the exemption

from registration set forth in Section 4(a)(1) of the Securities Act, as a transaction by a person other than an issuer, underwriter

or dealer not involving any public offering.

Effective October 30, 2020, our Sponsor sold one common unit to Belpointe Capital Management, LLC, an affiliate of our Sponsor, for an aggregate purchase price of $100.00, in reliance upon the exemption from registration

set forth in Section 4(a)(1) of the Securities Act, as a transaction by a person other than an issuer, underwriter or dealer not involving

any public offering.

September 13, 2021, we (i) amended and restated our Limited Liability Company Operating Agreement, (ii) reclassified all of our outstanding

9 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 5. Market for Registrant’s Common Equity