What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2023-03-31 compared with 2022-03-11 · 926 added, 631 removed, 412 unchanged (79% of the section changed)

Financial Statements and Supplementary Data.

of Independent Registered Public Accounting Firm PCAOB ID:

of Independent Registered Public Accounting Firm (PCAOB Firm ID:

Consolidated Balance Sheets as of December 31, 2022 and 2021

Consolidated Statements of Operations for the year ended December 31, 2021 and for the period beginning January 24, 2020 (formation) to December 31, 2020

Consolidated Statements of Changes in Members’ Capital (Deficit) for the year ended December 31, 2021 and for the period beginning January 24, 2020 (formation) to December 31, 2020

Consolidated Statements of Cash Flows for the year ended December 31, 2021 and for the period beginning January 24, 2020 (formation) to December 31, 2020

Consolidated Statements of Operations for the years ended December 31, 2022 and 2021

Consolidated Statements of Changes in Members’ Capital (Deficit) for the years ended December 31, 2022 and 2021

Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021

Notes to Consolidated Financial Statements

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on the Financial Statements

have audited the accompanying consolidated balance sheets of Belpointe PREP, LLC (the “Company”) as of December 31, 2021

and 2020, and the related consolidated statements of operations, changes in members’ capital (deficit), and cash flows for the

year ended December 31, 2021 and the period beginning January 24, 2020 (formation) to December 31, 2020, and the related notes to the

consolidated financial statements (collectively referred to as the “consolidated financial statements”).

In our opinion,

the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2021 and 2020, and the results of its operations and its cash flows for the year ended December 31, 2021 and the period beginning

January 24, 2020 (formation) to December 31, 2020, in conformity with accounting principles generally accepted in the United States of

We have audited the accompanying

consolidated balance sheets of Belpointe PREP, LLC (the “Company”) as of December 31, 2022 and 2021, and the related consolidated

statements of operations, changes in members’ capital (deficit) and cash flows for each of the years in the two-year period ended

December 31, 2022, and the related notes to the consolidated financial statements (collectively referred to as the “consolidated

financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years

in the two-year period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

consolidated financial statements are the responsibility of the Company’s management.

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conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

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have served as the Company’s auditor since 2020.

York, New York

Balance Sheets

thousands, except unit and per unit data)

December 31, 2022

December 31, 2021

Building and improvements

Intangible assets

estate under construction

Real estate under construction

Total real estate

depreciation and amortization

Accumulated depreciation and amortization

Real estate, net

Cash and cash equivalents

Loan receivable to third

Loans receivable from third parties

Subscriptions receivable

Short-term loan from affiliate

Due to affiliates

Below-market rent liabilities,

Lease liabilities

Accounts payable

expenses and other liabilities

Accrued expenses and other liabilities

Total liabilities

Commitments and contingencies

Members’ Capital (Deficit)

Class A units, unlimited

units authorized, 3,382,149 and 100 units issued and outstanding at December 31, 2021 and 2020, respectively

Class B units, 100,000

units authorized, 100,000 and zero units issued and outstanding at December 31, 2021 and 2020, respectively

M unit, one unit authorized, one and zero units issued and outstanding at December 31, 2021 and 2020, respectively

members’ capital (deficit) excluding noncontrolling interest

Noncontrolling

members’ capital (deficit)

liabilities and members’ capital (deficit)

accompanying notes to consolidated financial statement.

Members’ Capital

Class A units, unlimited units authorized, 3,523,449 and 3,382,149 units issued and outstanding at December 31, 2022 and 2021, respectively

Class B units, 100,000 units authorized, 100,000 units issued and outstanding at December 31, 2022 and 2021, respectively

Class M unit, one unit authorized, one unit issued and outstanding at December 31, 2022 and 2021, respectively

Total members’ capital excluding noncontrolling interest

Noncontrolling interest

Total members’ capital

Total liabilities and members’ capital

accompanying notes to consolidated financial statements.

Statements of Operations

thousands, except unit and per unit data)

January 24, 2020

December 31, 2020

Year Ended December 31,

Rental revenue

Total revenue

Property expenses

General and administrative

and amortization expense

Gain on redemption of equity

Interest income

income (expense)

Depreciation and amortization expense

Total expenses

Other income (loss)

income attributable to noncontrolling interest

loss attributable to Belpointe PREP, LLC

Loss per Class A unit (basic

loss per unit

Weighted-average

units outstanding

Gain on redemption of equity investment

Interest income

Other income (expense)

Total other income (loss)

Loss before income taxes

Provision for income taxes

Net loss (income) attributable to noncontrolling interests

Net loss attributable to Belpointe PREP, LLC

Loss per Class A unit (basic and diluted)

Net loss per unit

Weighted-average units outstanding

accompanying notes to consolidated financial statements.

Statements of Changes in Members’ Capital (Deficit)

Statements of Changes in Members’ (Deficit) Capital

thousands, except unit and per unit data)

Class A units

Class B units

Total Members’ (Deficit) Capital Excluding

Noncontrolling

Total Members’ (Deficit)

Noncontrolling

at January 24, 2020 (formation)

from noncontrolling interest

Class A units exchanged ( Note 2 )

Class A units exchanged ( Note 2 ),Shares

at December 31, 2020

from noncontrolling interest

Class A units exchanged ( Note 2 )

at December 31, 2021

Balance at December 31, 2020

Issuance of units

Contribution from noncontrolling interest

Exchange of Belpointe REIT, Inc.

shares to Belpointe PREP, LLC Class A Units ( Note 2 )

Offering costs

Balance at December 31, 2021

Issuance of units

Contribution from noncontrolling interest

Acquisition of ownership in CMC Storrs SPV, LLC ( Note 6 )

Offering costs

Balance at December 31, 2022

accompanying notes to consolidated financial statements.

Statements of Cash Flows

January 24, 2020

December 31, 2020

Cash flows from operating

Year Ended December 31,

Cash flows from operating activities

Adjustments to net loss

Depreciation and amortization

Amortization of rent-related

intangibles and deferred rental revenue

Gain on redemption of equity

Amortization of rent-related intangibles and deferred rental revenue

Gain on redemption of equity investment

Increase in due to affiliates

Increase in other assets

Decrease (increase) in other assets

Decrease in accounts payable

in accrued expenses and other liabilities

cash used in operating activities

Cash flows from investing

Acquisitions of real estate

Cash acquired from Belpointe

Increase in accrued expenses and other liabilities

Net cash used in operating activities

Cash flows from investing activities

Development of real estate

Proceeds from redemption

of preferred equity interest ( Note 2 )

Funding of CMC Note ( Note 7 )

Cash acquired from BPOZ

1991 Main, LLC ( Note 5 )

investing activity

cash used in investing activities

Cash flows from financing

Repayment of loans receivable

Funding of loans receivable

Acquisitions of real estate

Cash acquired from CMC ( Note 6 )

Other investing activity

Cash acquired from Belpointe REIT, Inc.

Proceeds from redemption of preferred equity interest ( Note 2 )

Cash acquired from BPOZ 1991 Main, LLC ( Note 6 )

Net cash used in investing activities

Cash flows from financing activities

Proceeds from subscriptions receivable

Proceeds from units issued

Short-term loan from affiliate

Repayment of debt

Payment of offering costs

financing activities, net

cash provided by financing activities

Net increase in cash and

cash equivalents and restricted cash

and cash equivalents and restricted cash, beginning of period

and cash equivalents and restricted cash, end of period

Cash paid during the year

for interest, net of amount capitalized

Contributions from noncontrolling interests

Other financing activities, net

Short-term loan from affiliate

Net cash provided by financing activities

Net (decrease) increase in cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash, beginning of year

Cash and cash equivalents and restricted cash, end of year

Cash paid during the year for interest, net of amount capitalized

accompanying notes to consolidated financial statements.

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on January 24, 2020 as a Delaware limited liability company.

We intend to operate in a manner that will allow us to qualify as a partnership

We operate in a manner that allows 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.” At least 90% of our assets will consist of qualified opportunity zone

property, which enables us to be classified as a “qualified opportunity fund” as defined in the U.S.

Internal Revenue Code

of 1986, as amended (the “Code”).

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,

which enables us to be classified as a “qualified opportunity fund” as defined in the U.S.

Internal Revenue Code of 1986,

as amended (the “Code”).

We qualified as a qualified opportunity fund beginning with our taxable year ended December 31,

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All of our assets are held by, and all of our operations are conducted through, one

or more operating companies (each an “Operating Company” and together, the “Operating Companies”), either directly

or more operating companies (each an “Operating Company” and together, our “Operating Companies”), either directly

or indirectly through their subsidiaries.

We are externally managed by Belpointe PREP Manager, LLC (the “Manager”), an affiliate

of our sponsor, Belpointe, LLC (the “Sponsor”).

Subject to certain restrictions and limitations, the Manager will be responsible

for managing our affairs on a day-to-day basis and for identifying and making acquisitions and investments on our behalf.

We are externally managed by Belpointe PREP Manager, LLC (our “Manager”), an affiliate

of our sponsor, Belpointe, LLC (our “Sponsor”).

Subject to the oversight of our board of directors (our “Board”),

our Manager is responsible for managing our affairs on a day-to-day basis and for identifying and making acquisitions and investments

on our behalf.

Capitalization

were capitalized with a $ 10,000 investment by our Sponsor.

We are offering the Class A Units in our Primary Offering (as defined in “Note 2 – Exchange Offer, Conversion and Merger” ) directly to investors and not through any underwriters, dealer-managers or other

agents who would be paid commissions by us or any of our affiliates.

In the future, however, we may engage the services of one or more

underwriters, dealer-managers or other agents to participate in our Primary Offering or other primary offerings.

The amount of selling

commissions or deal manager fees that we or our investors would pay to such underwriters, dealer managers or other agents will depend

on the terms of their engagement.

Our Primary Offering is a “best efforts” offering.

We plan to undertake closings on a rolling

basis on the last business day of each calendar quarter, we may, however, in our sole discretion, choose to conduct more frequent closings.

We are offering our Class A units in our ongoing initial public offering (our

“Primary Offering”) directly to investors.

Our Primary Offering is a “best efforts” offering and we undertake

closings on a rolling basis.

set our Primary Offering price at $ 100.00 per Class A unit.

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2 – Exchange Offer, Conversion and Merger

to the terms of an Agreement and Plan of Merger, dated April 21, 2021 (the “Merger Agreement”), by and among the Company,

BREIT Merger, LLC, a Delaware limited liability company (“BREIT Merger”), and wholly-owned subsidiary of the Company, and

Belpointe REIT, Inc., a Maryland corporation (“Belpointe REIT”), BREIT Merger commenced an offer (the “Offer”)

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

of the Offer was for the Company to acquire control of the entire equity interest in Belpointe REIT while at the same time preserving

the status of Belpointe REIT’s investments as qualified opportunity zone investments, and the Company’s status as a qualified

opportunity fund.

Offer expired on June 18, 2021.

As of the expiration of the Offer, 757,098 shares of Belpointe REIT’s Common Stock had been validly

tendered, representing 63.62 % of the issued and outstanding shares of Common Stock.

The Minimum Condition (as defined in the Merger Agreement)

for the Offer was satisfied because the number of shares of Common Stock of Belpointe REIT validly tendered represented at least a majority

of the aggregate voting power of the shares of Common Stock outstanding immediately following consummation of the Offer.

In connection

with the Offer and Merger (as defined in the Merger Agreement), we filed a registration statement on Form S-4 (the “Form S-4”),

as amended (File No.

333-255427), with the U.S.

Securities and Exchange Commission (the “SEC”).

The Form S-4 was declared

effective on September 13, 2021.

On September 14, 2021, BREIT Merger accepted for exchange all of the shares of Common Stock validly

tendered in the Offer and, effective September 14, 2021 (the “Exchange Date”), Belpointe REIT completed the QOZB Sale (as

defined in the Merger Agreement).

with the Form S-4, we also filed a registration statement on Form S-11, as amended (File No.

333-255424) with the SEC to register a continuous

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

The Primary Offering was declared effective

on September 30, 2021.

October 1, 2021, pursuant to the conditions in the Merger Agreement, Belpointe REIT converted (the “Conversion”) from a corporation

into BREIT, LLC, a Maryland limited liability company (“BREIT”), and in connection with the Conversion each outstanding share

of Belpointe REIT Common Stock was converted into a limited liability company interest (an “Interest”) of BREIT.

October 12, 2021, all other conditions to the Merger having been satisfied, BREIT merged with and into BREIT Merger, with BREIT Merger

In the Merger, each Interest issued and outstanding immediately prior to the effective time of the Merger was converted into

the right to receive the Transaction Consideration discussed above.

In connection with the Merger, 433,025 BREIT Interests were exchanged

for 455,002 of our Class A Units issued at $ 100.00 per Class A Unit.

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.

See “Note 4 – Related Party Arrangements”

for additional details regarding the Secured Notes.

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

(“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”).

The Offer was completed on September 14, 2021 (the

“Exchange Date”).

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 (collectively, the “Transaction”), 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

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.

See “ Note 5 – Related Party Arrangements ” for additional details regarding the Secured Notes.

following table summarizes the carrying value of Belpointe REIT’s net assets on the Exchange Date (amounts in thousands).

Schedule of Carrying Value Net Assets

of Carrying Value Net Assets

Real estate under

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expenses and other liabilities (1)

Total liabilities

net assets (4)

non-cash investing activity during the year ended December 31, 2021.

Secured Notes, as defined in “Note 4 – Related Party Arrangements,” and respective accrued interest were eliminated

upon the Exchange Date.

Secured Notes, as further discussed in “ Note 5 – Related Party Arrangements, ” and respective accrued interest were

eliminated upon the Exchange Date.

from the redemption of Belpointe REIT’s preferred equity interests, as further discussed in “ Note 8 – Loans Receivable, ”

were received on October 1, 2021.

the Company’s noncontrolling interest in Belpointe REIT as of the Exchange Date relating to the shares of Belpointe REIT Common

Stock that were not tendered.

Upon consummation of the Merger on October 12, 2021, the noncontrolling interest carrying value was

reclassed to the Class A unitholders members’ equity.

Company obtained a controlling financial interest in Belpointe REIT on the Exchange Date and consolidated Belpointe REIT and its subsidiaries

our noncontrolling interest in Belpointe REIT as of the Exchange Date relating to the shares of Belpointe REIT Common Stock that

were not tendered.

Upon consummation of the Merger, on October 12, 2021, the noncontrolling interest carrying value was reclassed

to the Class A unitholders members’ equity.

obtained a controlling financial interest in Belpointe REIT on the Exchange Date and consolidated Belpointe REIT and its subsidiaries

as of December 31, 2021.

We accounted for the Offer and the Merger, collectively “the Transaction”, as an asset reorganization

of entities under common control due to the fact that all of the voting ownership interests of Belpointe REIT were exchanged for voting

ownership interests in Belpointe PREP through the issuance of Class A units.

Accordingly, the Transaction was accounted for at carrying

value prospectively on the Exchange Date.

We accounted for the Transaction as an asset reorganization of entities under common control due to the fact

that all of the voting ownership interests of Belpointe REIT were exchanged for voting ownership interests in the Company through the

issuance of Class A units.

Accordingly, the Transaction was accounted for at carrying value prospectively on the Exchange Date.

following table summarizes the components of the Common Stock exchanged as of December 31, 2021:

Schedule of Components of the Common Stock Exchange

Belpointe REIT

Common Stock exchanged (1)

of Components of the Common Stock Exchange

Belpointe REIT Common Stock exchanged (1)

Exchange ratio

Belpointe PREP Class A units issued

Belpointe PREP Class A units issued in lieu of fractional Class A units (2)

Additional Belpointe PREP Class A units issued in lieu of fractional Class A units (2)

Total Belpointe PREP Class A units exchanged

PREP Class A unit price (3)

Total Class A units

issued in connection with the Offer and Merger (4)

Belpointe PREP Class A unit price (3)

Total Class A units issued in connection with the Transaction (4)

$ 125,001,000

Belpointe REIT’s outstanding Common Stock exchanged in connection with the Offer and Merger.

fractional Class A units issued in the Offer and Merger were rounded up to the nearest whole unit.

PREP Class A unit offering price.

Represents non-cash financing activity during

the year ended December 31, 2021.

Belpointe REIT’s outstanding Common Stock exchanged in connection with the Transaction.

fractional Class A units issued in the Transaction were rounded up to the nearest whole unit.

PREP Class A unit Primary Offering price.

non-cash financing activity during the year ended December 31, 2021.

3 – Summary of Significant Accounting Policies

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GAAP”) and Article 8 of Regulation S-X of the rules and regulations

In the opinion of management, all adjustments considered necessary for a fair presentation of the Company’s financial

position, results of operations and cash flows have been included and are of a normal and recurring nature.

Securities and Exchange Commission (“SEC”).

the opinion of management, all adjustments considered necessary for a fair presentation of the Company’s financial position, results

of operations and cash flows have been included and are of a normal and recurring nature.

of Consolidation

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of members’ capital (deficit) in controlled subsidiaries that are not attributable, directly or indirectly, to us are presented

in noncontrolling interest.

in noncontrolling interests.

All significant intercompany accounts and transactions have been eliminated.

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and 2021, respectively (amounts in thousands):

Schedule of Variable Interest Entities

of Variable Interest Entities

Building and improvements

Intangible assets

estate under construction

Real estate under construction

Total Real estate

depreciation and amortization

Accumulated depreciation and amortization

Real estate, net

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Due to affiliates

Lease liabilities

Accounts payable

expenses and other liabilities

Accrued expenses and other liabilities

Total liabilities

interest in a VIE requires reconsideration when an event occurs that was not originally contemplated.

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By electing to extend the transition period

for complying with new or revised accounting standards, these consolidated financial statements may not be comparable to the consolidated

for complying with new or revised accounting standards, our consolidated financial statements may not be comparable to the consolidated

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

preparation of consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that

affect the amounts reported in the consolidated financial statements and the accompanying notes.

Actual results could materially differ

from those estimates.

GAAP requires management to make estimates and assumptions

that affect the amounts reported in our consolidated financial statements and the accompanying notes to the financial statements.

Actual results could

materially differ from those estimates.

operate in a single reportable segment which includes the development, redevelopment and managing of commercial real estate properties

located within qualified opportunity zones.

Therefore, we aggregate all of our real estate assets into one reportable segment.

of Purchase Price of Acquired Assets and Liabilities

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Such resulting premium or discount

is amortized over the remaining term of the obligation and is included in other income (expense) in the consolidated financial statements.

is amortized over the remaining term of the obligation and is included in Other income (expense) in our consolidated statements of operations.

We also consider the value of the underlying collateral taking into account the quality of the collateral, the credit quality of the

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when both direct and indirect project costs have been made and it is probable that development of the future asset is probable.

Capitalization

of project costs will cease when the project is considered substantially completed and occupied, or ready for its intended use (but no

later than one year from cessation of major construction activity).

Upon substantial completion, depreciation of these assets will commence.

If discrete portions of a project are substantially completed and occupied and other portions have not yet reached that stage, the substantially

completed portions are accounted for separately.

We allocate costs incurred between the portions under construction and the portions

substantially completed and only capitalize those costs associated with the portions under construction.

of Long-Lived Assets

Company evaluates its tangible and identifiable intangible real estate assets for impairment when events such as declines in a property’s

operating performance, deteriorating market conditions, or environmental or legal concerns bring recoverability of the carrying value

of one or more assets into question.

When qualitative factors indicate the possibility of impairment, the total undiscounted cash flows

of the property, including proceeds from disposition, are compared to the net book value of the property.

If this test indicates that

impairment exists, an impairment loss is recorded in earnings equal to the shortage of the book value to fair value, calculated as the

discounted net cash flows of the property.

suspend substantially all activities related to the project, we will cease cost capitalization of indirect costs until activities are

We will not suspend cost capitalization for brief interruptions, interruptions that are externally imposed, or delays that are

inherent in the development process unless there are other circumstances involved that warrant a judgmental decision to cease capitalization.

In addition, capitalization of project costs will cease when the project is considered substantially completed and occupied, or ready

for its intended use (but no later than one year from cessation of major construction activity).

Upon substantial completion, depreciation

of these assets will commence.

If discrete portions of a project are substantially completed and occupied and other portions have not

yet reached that stage, the substantially completed portions are accounted for separately.

We allocate costs incurred between the portions

under construction and the portions substantially completed and only capitalize those costs associated with the portions under construction.

of Long-Lived Asset s

evaluate our tangible and identifiable intangible real estate assets for impairment when events such as delays or changes in development,

declines in a property’s operating performance, deteriorating market conditions, or environmental or legal concerns bring recoverability

of the carrying value of one or more assets into question.

When qualitative factors indicate the possibility of impairment, the total

undiscounted cash flows of the property, including proceeds from disposition, are compared to the net book value of the property.

the carrying value of the asset exceeds the undiscounted cash flows of the asset, an impairment loss is recorded in earnings equal to

the shortage of the book value to fair value, calculated as the discounted net cash flows of the property.

Pursuit Costs

Pre-development

costs incurred in pursuit of new development opportunities which we deem to be probable will be capitalized in Other assets on the consolidated

balance sheets.

If the development opportunity is not probable or the status of the project changes such that it is deemed no longer

probable, construction costs incurred will be expensed.

and due diligence costs incurred in pursuit of new development and acquisition opportunities, which we deem to be probable, will be capitalized

in Other assets in our consolidated balance sheets.

If the development or acquisition opportunity is not probable or the status of the

project changes such that it is deemed no longer probable, the costs incurred will be expensed.

evaluate our loans receivable on a periodic basis to assess whether there are any indicators that the value may be impaired.

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agreement will not be realized.

incurred to obtain tenant leases are amortized using the straight-line method over the term of the related lease agreement.

include lease incentives, leasing commissions and legal costs.

If the lease is terminated early, the remaining unamortized deferred leasing

cost is written off.

Leasing costs are capitalized in Other assets on the consolidated balance sheets.

Direct Cost s

direct costs are incremental costs of a lease that would not have been incurred had the lease not been executed.

Such costs include lease

incentives and leasing commissions.

Costs incurred to obtain tenant leases are amortized using the straight-line method over the term

of the related lease agreement.

If the lease is terminated early, the remaining unamortized deferred leasing cost is written off.

direct costs are capitalized in Other assets in our consolidated balance sheets.

Financing Costs

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approximates the effective interest method, over the term of the loan.

Deferred financing costs are presented as a direct deduction from

the related debt liability and any unamortized financing costs are charged to earnings when debt is retired before the maturity date.

In situations where financing is in place, deferred financing

costs are generally presented as a direct deduction from the related debt liability and any unamortized financing costs are generally

charged to earnings when debt is retired before the maturity date.

Deposits for pending financings are presented within Other assets

in our consolidated balance sheets.

and Cash Equivalents

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cash equivalents with high credit-quality institutions to minimize credit risk exposure.

cash consists of amounts required to be reserved pursuant to lender agreements for debt service.

The following table provides a reconciliation

of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to the consolidated statements of cash

flows (in thousands):

cash consists of amounts required to be reserved pursuant to contractual obligations and lender agreements for debt service.

The following

table provides a reconciliation of cash and cash equivalents and restricted cash reported within our consolidated balance sheets to our

consolidated statements of cash flows (amounts in thousands):

of Restricted Cash and Cash Equivalents

Cash and cash equivalents

Total cash and cash

equivalents and restricted cash

cash is included within Other assets on our consolidated balance sheets.

Restricted cash (1)

Total cash and cash equivalents and restricted cash

cash is included within Other assets in our consolidated balance sheets.

Subscriptions

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As of December 31, 2022 and 2021, there

was approximately $ 20.3 million and

respectively, in subscriptions that had not yet settled.

All of these funds were settled prior to the filing of this report.

was approximately zero and $ 20.3 million, respectively, in subscriptions that had not yet settled.

All of these funds were settled prior

to the filing of this report.

Subscriptions receivable are carried at cost which approximates fair value.

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Non-controlling

noncontrolling interest in a subsidiary (minority interest) is an ownership interest in the consolidated entity that should be reported

as equity in the consolidated financial statements and separate from the parent company’s equity.

In addition, consolidated net

income is required to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest

and the amount of consolidated net income attributable to the parent and the noncontrolling interest are required to be disclosed on

the face of the consolidated statements of operations.

A non-controlling interest in a subsidiary

(minority interest) is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial

statements and separate from the parent company’s equity.

In addition, consolidated net loss is required to be reported at amounts

that include the amounts attributable to both the parent and the noncontrolling interest and the amount of consolidated net loss attributable

to the parent and the noncontrolling interests are required to be disclosed on the face of the consolidated statements of operations.

Organization,

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Offering expenses include, without limitation, legal, accounting, printing, mailing and filing fees and

expenses, costs in connection with preparing sales materials, design and website expenses, fees and expenses of our escrow agent and

transfer agent, fees to attend retail seminars and reimbursements for customary travel, lodging, meals and entertainment expenses associated

therewith, but excluding upfront selling commissions or dealer manager fees.

expenses, fees and expenses of our escrow agent and transfer agent.

Offering costs, when incurred, will be charged to members’

equity against the gross proceeds of our Offering.

Offering costs for the year ended December 31, 2021 was $ 0.6 million, of which

$ 0.1 million was unpaid and represents a non-cash financing activity.

The Company became liable to reimburse the Manager and its

affiliates, including our Sponsor, when the first closing was held in connection with our Offering, which occurred in October 2021.

to the Management Agreement by and among the Company, Operating Companies and Manager (the “Management Agreement”), we will

reimburse our Manager, Sponsor, and their respective affiliates, for actual expenses incurred on behalf of the Company in connection

with the selection, acquisition or origination of an investment, whether or not we ultimately acquire or originate the investment.

will also reimburse our Manager, Sponsor, and their respective affiliates, for out-of-pocket expenses paid to third parties in connection

with providing services to the Company.

Pursuant to the Employee and Cost Sharing Agreement by and among the Company, Operating Companies,

Manager and Sponsor (the “Employee and Cost Sharing Agreement”), we will reimburse our Sponsor and Manager for expenses incurred

for our allocable share of the salaries, benefits and overhead of personnel providing services to us.

The expenses shall be payable,

at the election of the recipient, in cash, by issuance of our Class A Units at the then-current NAV, or through some combination of the

of our leases are deemed operating leases of which we recognize future minimum rents on a straight-line basis over the non-cancellable

For our operating leases that contain arrangements involving reimbursements for costs such as common area maintenance, real

estate taxes and insurance costs, we present these amounts within Rental revenue in our consolidated statement of operations in the period

in which the applicable expenses are incurred.

equity against the gross proceeds of an offering.

Our Primary Offering costs for the years ended December 31, 2022 and 2021 were $ 0.6

million and $ 0.6 million, respectively, of which less than $ 0.1 million and $ 0.1 million, respectively, was unpaid and represents a non-cash

financing activity.

We became liable to reimburse our Manager and its affiliates, including our Sponsor, when the first closing was held

in connection with our Primary Offering, which occurred in October 2021.

to a management agreement by and among the Company, our Operating Companies and our Manager (the “Management Agreement”),

we reimburse our Manager, Sponsor, and their respective affiliates, for actual expenses incurred on our behalf in connection with the

selection, acquisition or origination of an investment, whether or not we ultimately acquire or originate the investment.

We also reimburse

our Manager, Sponsor, and their respective affiliates, for out-of-pocket expenses paid to third parties in connection with providing

services to us.

Pursuant to the employee and cost sharing agreement by and among the Company, our Operating Companies, our Manager and

our Sponsor (the “Employee and Cost Sharing Agreement”), we reimburse our Sponsor and our Manager for expenses incurred for

our allocable share of the salaries, benefits and overhead of personnel providing services to us.

The expenses are payable, at the election

of the recipient, in cash, by issuance of our Class A units at the then-current NAV, or through some combination of the foregoing.

Reclassifications

prior period amounts have been reclassified to conform to the current period presentation.

Below-market rent liabilities, net and Accounts

Payable were previously presented within Accounts payable, accrued expenses and other liabilities, but are now presented separately,

in the consolidated balance sheets.

Interest expense was previously presented separately, but is now presented within Other income

(expense), in the consolidated statements of operations.

identified an error in our consolidated balance sheet as of September 30, 2021 as it relates to one of Belpointe REIT’s previously

consolidated entities, BPOZ 1991 Main, LLC.

As a result of the QOZB Sale and separate asset reorganization of entities under common control

discussed in Note 2 , Belpointe REIT’s accumulated losses of $1.7 million from BPOZ 1991 Main, LLC should have been recorded as

a reduction to the Class A Members’ Capital as of September 30, 2021 and therefore the loan provided to Belpointe Investment Holding

would have been reduced.

We concluded that this adjustment was not material to our consolidated financial statements for the current

period or any prior periods and this correction was made as of December 31, 2021 accordingly.

rent liabilities, net were previously presented separately, but are now included within Lease liabilities in the consolidated

balance sheets.

and Uncertainties

spread of COVID-19 has caused significant disruptions to the global economy and normal business operations worldwide, and the duration

and severity of the effects are currently unknown.

The rapid development and fluidity of the COVID-19 situation precludes any forecast

as to its ultimate impact.

Nevertheless, COVID-19 presents material uncertainty and risk with respect to the Company’s performance

and financial results, such as the potential to negatively impact financing arrangements, increase costs of operations, change laws or

regulations, and add uncertainty regarding government and regulatory policy.

We are closely monitoring the potential impact of COVID-19

on all aspects of our business.

for multifamily and mixed-use rental properties is subject to uncertainty as a result of a number of factors, including, among others,

increasing interest rates, the availability of credit, higher rates of inflation, the rate of unemployment, ongoing supply chain disruptions,

and the continuing impact of COVID-19.

The potential effect of these and other factors presents material uncertainty and risk with respect

to our future performance and financial results, including the potential to negatively impact our costs of operations, our financing

arrangements, the value of our investments, and the laws, regulations, and government and regulatory policies applicable to us.

closely monitoring the potential impact of these and other factors on all aspects of our investments and operations.

Assets and Liabilities

assets in the consolidated balance sheets include our transaction costs pertaining to our deal pursuits, restricted cash, interest on

assets in our consolidated balance sheets include our transaction costs pertaining to our deal pursuits, restricted cash, interest on

loan receivables, property deposits, capitalized leasing commissions, corporate fixed assets, utility deposits, prepaid expenses, and

accounts receivable.

We include accrued expenses, straight-line lease liabilities, prepaid rent and security deposits payable in Accrued

expenses and other liabilities in the consolidated balance sheets.

We include accrued expenses, straight-line lease liabilities, prepaid rent, leasing commission payables and security

deposits payable in Accrued expenses and other liabilities in our consolidated balance sheets.

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

5 unchanged sentences

Accordingly, no provision for U.S.

federal income taxes has been made in the consolidated financial statements of the Company.

fail to qualify as a partnership for U.S.

federal income tax purposes in any taxable year, and if we are not entitled to relief under

the Code for an inadvertent termination of our partnership status, we will be subject to federal and state income tax on our taxable

income at regular corporate income tax rates.

per unit represents both basic and dilutive per-unit amounts for the period presented in the consolidated financial statements.

federal income taxes has been made in our consolidated financial statements.

If we fail to qualify

as a partnership for U.S.

federal income tax purposes in any taxable year, and if we are not entitled to relief under the Code for an

inadvertent termination of our partnership status, we will be subject to federal and state income tax on our taxable income at regular

corporate income tax rates.

per unit represents both basic and dilutive per-unit amounts for the period presented in our consolidated financial statements.

and diluted loss per unit is calculated by dividing Net loss attributable to the Company by the weighted-average number of Class A units

1 unchanged sentence

Accounting Pronouncements

February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No.

2016-02, Leases ,

which is codified in ASC 842, Leases, and supersedes current lease guidance in ASC 840, Leases.

The update amends the existing accounting

standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes

to lessor accounting.

The standard requires a modified retrospective transition approach for all leases existing at, or entered into

after, the date of initial application, with an option to use certain transition relief.

As an emerging growth company, we are permitted,

and have elected, to use an extended transition period for complying with new or revised accounting standards that have different effective

dates for public and private companies.

For private companies, ASC 842 will be effective for annual reporting periods beginning after

December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022.

The adoption of this standard is not expected

to have a material impact on our consolidated financial statements.

June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses.

ASU 2016-13 introduces a new model for estimating

credit losses based on current expected credit losses for certain types of financial instruments, including loans receivable, held-to-maturity

debt securities, and net investments in direct financing leases, amongst other financial instruments.

ASU 2016-13 also modifies the impairment

model for available-for-sale debt securities and expands the disclosure requirements regarding an entity’s assumptions, models,

and methods for estimating the allowance for losses.

As an emerging growth company, we are permitted, and have elected, to use an extended

transition period for complying with new or revised accounting standards that have different effective dates for public and private companies.

For private companies, ASU 2016-13 will be effective for annual reporting periods beginning after December 15, 2022, including interim

periods within those fiscal years.

The adoption of this standard is not expected to have a material impact on our consolidated financial

February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02,

Leases (Topic 842) , codified as Accounting Standards Codification (“ASC”) Topic 842, and subsequently amended by ASU

2018-01, Leases (Topic 842):

Land Easement Practical Expedient for Transition to Topic 842 , ASU 2018-10, Codification Improvements

to Topic 842, Leases , ASU 2018-11, Leases (Topic 842):

Targeted Improvements , ASU 2018-20, Leases (Topic 842):

Improvements for Lessor , ASU 2019-01, Leases (Topic 842) :

Codification Improvements , ASU 2019-10, Financial Instruments—Credit

Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842):

Effective Dates , ASU 2020-05, Revenue from Contracts

with Customers (Topic 606) and Leases (Topic 842) Effective Dates for Certain Entities , and ASU No.

2021-05, Leases (Topic 842):

Lessors – Certain Leases with Variable Lease Payments (collectively “ASC 842”), which superseded ASC Topic 840,

ASC 842 amended the accounting standards for lease accounting, including requiring lessees to recognize most leases on

their balance sheets and making targeted changes to lessor accounting.

ASC 842 requires a modified retrospective transition approach

for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief.

As an emerging growth company, we are permitted, and have elected, to use an extended transition period for complying with new or revised

accounting standards that have different effective dates for public and private companies.

For private companies, ASC 842 is effective

for annual reporting periods beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022.

adopted ASC 842 for our annual period beginning January 1, 2022 (the “Date of Adoption”) using the modified retrospective

method—applying the transition provisions at the beginning of the period of adoption rather than at the beginning of the earliest

comparative period presented.

We elected and applied the optional package of practical expedients permitted under ASC 842’s transition

guidance, which allowed us to not reassess whether existing arrangements contain leases, lease classification, and initial direct costs.

The adoption of ASC 842 did not result in a cumulative effect adjustment to the opening balance of retained earnings as of January 1,

Right-of-use (“ROU”) assets represent our right to use an underlying asset over the lease term and lease liabilities

represent our obligation to make lease payments arising from the lease.

We determine if an arrangement contains a lease at contract inception

and determine the classification of the lease at commencement.

Operating lease ROU assets and lease liabilities are recognized at the

lease commencement date based on the present value of lease payments over the lease term.

We do not include renewal options in the lease

term when calculating the lease liability unless we are reasonably certain we will exercise the option.

Variable lease payments are excluded

from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred.

expense for lease payments is recognized on a straight-line basis over the lease term.

determining the present value of lease payments, we use the discount rate implicit in the lease when readily determinable.

As the implicit

rate within our operating leases is generally not determinable, we use an incremental borrowing rate at the lease commencement date to

determine the present value of lease payments.

The determination of our incremental borrowing rate requires judgment.

We determine our

incremental borrowing rate for each lease using estimated baseline borrowing rate plus a spread.

The rates are then adjusted for various

factors, including level of collateralization and lease term.

the Date of Adoption, we recognized a $ 1.8 million ROU operating asset and a $ 1.2 million corresponding lease liability for the only

ground lease arrangement for which we were a lessee.

The recognition of the aforementioned ROU operating asset and lease liability included

the reclassification of our ground lease purchase option, and deferred rent from Intangible Assets in our consolidated balance sheet,

as of the Date of Adoption, to ROU asset (a net reclassification of $ 0.6 million).

The settlement date to close on the exercised purchase

option on our ground lease was extended in December 2022 (the “Remeasurement Date”) to April 30, 2023.

Accordingly, as of

the remeasurement date on December 29, 2022, we reclassified this contract from an operating lease to a finance lease and recorded a

finance lease liability.

See “ Note 4 – Leases ” for additional details regarding the presentation of these amounts in

our consolidated balance sheet.

Additionally,

the Company will not recognize a lease liability or ROU asset for any short-term lease (defined as a lease that, at commencement date,

has a term of 12 months of less and does not include an option to purchase the underlying asset that the lessee is reasonably certain

to exercise) and will recognize lease payments on a straight-line basis over the lease term.

A practical expedient under ASC 842 allows lessors to combine non-lease components (lease arrangements that include common

area maintenance services) with related lease components (lease revenue), if both the timing and pattern of transfer are the same for

the non-lease component and related lease component, the lease component is the predominant component, and the lease component would

otherwise be classified as an operating lease.

We elected this practical expedient.

For (i) operating lease arrangements involving real

estate that include common area maintenance services and (ii) all real estate arrangements that include real estate taxes and insurance

costs, we present these amounts within Rental revenue in our consolidated statements of operations.

We record amounts reimbursed by the

lessee in the period in which the applicable expenses are incurred.

As a result, we were not impacted by this change.

ASC 842, lessors are allowed to only capitalize incremental direct leasing costs.

326 - Financial Instruments — Credit Losses

June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial

Instruments (“ASU 2016-13”).

ASU 2016-13 introduces a new model for estimating credit losses based on current expected

credit losses for certain types of financial instruments, including loans receivable, held-to-maturity debt securities, and net investments

in direct financing leases, amongst other financial instruments.

ASU 2016-13 also modifies the impairment model for available-for-sale

debt securities and expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the

allowance for losses.

As an emerging growth company, we are permitted, and have elected, to use an extended transition period for complying

with new or revised accounting standards that have different effective dates for public and private companies.

For private companies,

ASU 2016-13 will be effective for annual reporting periods beginning after December 15, 2022, including interim periods within those

fiscal years.

We do not expect the adoption of ASU 2016-13 to have a material impact in our consolidated financial statements.

own rental properties which are leased to tenants under operating leases with current expirations ranging from 2023 to 2040, with options

to extend or terminate the leases.

Revenues from such leases are reported as Rental revenue in our consolidated statements of operations,

and are comprised of (i) lease components, which includes fixed and variable lease payments and (ii) non-lease components which includes

reimbursements of property level operating expenses.

We do not separate non-lease components from the related lease components as allowed

under the ASC 842 practical expedient, as the timing and pattern of transfer are the same, and account for the combined component in

accordance with ASC 842.

lease revenues represent the base rent that each tenant is required to pay in accordance with the terms of their respective leases reported

on a straight-line basis over the non-cancelable term of the lease.

Variable lease revenues include payments based on (i) tenant reimbursements,

(ii) changes in the index or market-based indices after the inception of the lease, (iii) percentage rents, or (iv) the operating performance

of the property.

Variable lease revenues are not recognized until the specific events that trigger the variable payments have occurred.

following table summarizes the components of lease revenues (amounts in thousands):

of Components of Lease Revenues

Fixed lease revenues

Variable lease revenues (1)

Lease revenues (2) (3)

Lease revenues

reimbursements for property taxes, insurance, and common area maintenance services.

lease intangible amortization of $ 0.3 million and $ 0.1 million for the years ended December 31, 2022 and 2021, respectively.

straight-line rent of less than $ 0.1 million for the years ended December 31, 2022 and 2021, respectively.

certain of our leases, the tenant is obligated to pay the real estate taxes, insurance, and certain other expenses directly to the vendor.

These obligations, which have been assumed by the tenants, are not reflected in our consolidated financial statements.

To the extent

any such tenant defaults on its lease or if it is deemed probable that the tenant will fail to pay for such obligations, a liability

for such obligations would be recorded.

assess the collectability of substantially all lease payments due by reviewing a tenant’s payment history or financial condition.

Changes to collectability are recognized as a current period adjustment to rental revenue.

We have assessed the collectability of all

recorded lease revenues as probable as of December 31, 2022.

Future Lease Payments

following table summarizes the minimum future contractual rents to be received (exclusive of expenses paid by tenants, and percentage

of sales rents) on non-cancellable operating leases as of December 31, 2022 (amounts in thousands).

of Minimum Future Contractual Rents

For the year ended December 31,

$ 0.1 million of straight-line rent and $ 2.1 million of lease intangible amortization.

Straight-Line Rent

of December 31, 2022 and 2021, our unbilled rent receivables aggregating less than $ 0.1 million and zero , respectively, represent rent

reported on a straight-line basis in excess of rental payments required under the respective leases and are included in Other assets

in our consolidated balance sheets.

The unbilled rent receivable is to be billed and received pursuant to the lease terms during the

next 9.7 years.

of December 31, 2022 and 2021, our unbilled rent payables aggregating $ 0.1 million and $ 0.5 million, respectively, represent rent reported

on a straight-line basis less than rental payments required under the respective leases and are included in Accrued expenses and other

liabilities in our consolidated balance sheets.

The unbilled rent payable is to be billed and received pursuant to the lease terms during

the next 17.8 years.

assess the collectability of unbilled rent receivable balances by reviewing a tenant’s payment history and financial condition.

We have assessed the collectability of all unbilled rent receivable balances as probable as of December 31, 2022.

are a lessee under a ground lease in Sarasota, Florida.

As discussed in “ Note 3 - Summary of Significant Accounting Policies ”, we applied the optional package of practical expedients permitted under ASC 842’s transition

guidance, which permitted us to not reassess the original operating lease classification as of the Date of Adoption.

The settlement date

to close on the exercised purchase option on our ground lease was extended in December 2022 to April 30, 2023.

Accordingly, as of

the remeasurement date on December 29, 2022, we reclassified this contract from an operating lease to a finance lease and recorded a

financing lease liability of $ 5.0 million for the obligation to make payments under the lease (a non-cash financing activity during the

year ended December 31, 2022) and a financing ROU asset of $ 5.0 million for the right to use the underlying asset during the lease

term, which are included in Lease liabilities and Other assets, respectively, in our consolidated balance sheet.

As of December 31,

2022, the remaining lease term, including renewal options deemed exercised, is 0.3 years.

We applied a discount rate of 8.1 % based on

our incremental borrowing rate (“IBR”) given the term of the lease, as the rate implicit in the lease is not known.

IBR was determined based on borrowing rates available to us in the market for a term similar to the applicable lease.

During the year

ended December 31, 2022, we recognized $ 0.6 million of lease expense related to this ground lease on one of our development investments

which is included in Real estate under construction in our consolidated balance sheet.

Future Lease Payments

following table summarizes the minimum future lease payments related to our finance ground lease as of December 31, 2022 (amounts in

of Minimum Future Lease Payments

For the year ended December 31,

Total undiscounted cash flows

Present value discount

Lease liability

are no operating leases for which we are the lessee, therefore there are no related ROU assets or lease liabilities as of December 31,

5 – Related Party Arrangements

October 28, 2020, Belpointe REIT lent the Company $ 35.0

million pursuant to the terms of a secured promissory

note (the “First Secured Note”).

On February 16, 2021, Belpointe REIT lent the Company an additional $ 24.0

million pursuant to the terms of a second secured

promissory note (the “Second Secured Note”).

On May 28, 2021, the Company and Belpointe REIT entered into an agreement

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

In addition, on May 28, 2021, Belpointe REIT lent the Company an additional $ 15.0

million pursuant to the terms of a third secured

promissory note (the “Third Secured Note” and, together with the First Secured Note and Second Secured Note, the “Secured

The Secured Notes bore interest at a rate of 0.14 %,

were due and payable on the Maturity Date and were secured by all of the assets of the Company.

The Company used the proceeds from the

Secured Notes to make certain qualified opportunity zone investments, as discussed below in “Note 5 –

Real Estate, Net.”

Note Transactions

Prior to and in connection with the Transaction,

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

We used the proceeds from the Secured Notes to make certain qualified opportunity zone investments, as described in greater detail

throughout “ Note 6 – Real Estate, Net.

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

1 unchanged sentence

from all obligations to repay the principal and any accrued interest on the Secured Notes (a non-cash financing activity).

intercompany activity between the Company and Belpointe REIT have been eliminated for the year ended December 31, 2021.

accordance with the terms of the Merger Agreement, effective September 14, 2021, Belpointe REIT sold its interest in the holding company

for an approximately 5.2 -acre site located in Sarasota, Florida (the “1991 Main Interest”) to Belpointe Investment Holding,

LLC, a Delaware limited liability company (“BI Holding”) and affiliate of our Chief Executive Officer, for an aggregate purchase

price of $ 23.1 million, which was evidenced by a secured promissory note bearing interest at a rate of 5 % per annum and due and payable

at maturity on September 14, 2022 (the “BI Secured Note”).

Upon consummation of the Merger, we acquired the BI Secured Note

as successor in interest to Belpointe REIT.

November 30, 2021, we acquired the 1991 Main Interest from BI Holding in consideration of its payment to us of $ 0.3 million in interest

that had accrued under the terms of the BI Secured Note through November 30, 2021, and in satisfaction of its remaining obligations under

All intercompany

activity between the Company and Belpointe REIT has been eliminated for the year ended December 31, 2021.

Transactions with Belpointe Investment Holding, LLC

furtherance of the Merger, Belpointe REIT sold its interest (the “1991 Main Interest”) in the holding company for 1991

Main Street (“1991 Main”) to Belpointe Investment Holding, LLC (“BI Holding”), an affiliate of our Chief

Executive Officer.

As part of the transaction, BI Holding assumed a $ 10.8

million secured loan (the “Acquisition Loan”), and Belpointe REIT provided BI Holding with a $ 24.8

million loan, which was evidenced by a secured promissory note bearing interest at an annual rate of 5.0 %

and due and payable at maturity on September

14, 2021 (the “BI Secured Note”).

For additional details regarding our acquisition of the 1991 Main Interest see “Note 5 – Real Estate, Net.”

Manager and its affiliates, including our Sponsor, will receive fees or reimbursements in connection with our Primary Offering and the

management of our investments.

following table presents a summary of fees incurred and reimbursable expenses to the Manager and its affiliates, including

Upon consummation of the Merger, we acquired the BI Secured Note as successor

in interest to Belpointe REIT.

Effective November 30, 2021, we acquired the 1991 Main Interest from BI Holding in consideration of

its payment to us of $ 0.3

million in interest that had accrued under the terms of the BI Secured Note through November 30, 2021, and in satisfaction of its

remaining obligations under the BI Secured Note.

On April 22, 2022, we repaid the Acquisition Loan in full.

For additional details

regarding our acquisition of the 1991 Main Interest see “ Note 6 – Real Estate,

Transaction with Norpointe, LLC

January 3, 2022, through an indirect wholly-owned subsidiary, we provided a commercial mortgage loan in the principal amount of $ 30.0

million (the “Norpointe Loan”) to Norpointe, LLC (“Norpointe”), an affiliate of our Chief Executive Officer.

Norpointe is the owner of certain real property located at 41 Wolfpit Avenue, Norwalk, Connecticut 06851 (the “Norpointe Property”).

The Norpointe Loan was evidenced by a promissory note bearing interest at an annual rate of 5.0 %, due and payable on December 31, 2022,

and was secured by a first mortgage lien on the Norpointe Property.

June 28, 2022, for purposes of complying with the qualified opportunity fund requirements under the Code and related Treasury Regulations,

we restructured the Norpointe Loan through an indirect majority owned subsidiary (the “Restructured Norpointe Loan”).

Restructured Norpointe Loan was evidenced by a promissory note bearing interest at an annual rate of 5.0 %, due and payable on June 28,

2023, and was secured by a first mortgage lien on the Norpointe Property.

On December 13, 2022, the Restructured Norpointe Loan including

accrued interest of less than $ 0.1 million was repaid in full.

the year ended December 31, 2022, $ 0.3 million of noncontrolling interest contributions were made by affiliates of our Sponsor representing

their 0.1 % ownership in various investments.

These noncontrolling interests will be allocated profit and loss in accordance with the

respective operating agreements.

Relationship with Our Manager and Sponsor

Manager is an affiliate of our Sponsor and is indirectly owned by our Chief Executive Officer and beneficially owned by certain immediate

family members of our Chief Executive Officer.

Our Manager and its affiliates, including our Sponsor, receive fees or reimbursements

in connection with our Primary Offering and the management of our investments.

following table summarizes the fees incurred on our behalf by, and expenses reimbursable to, our Manager and its affiliates, including

our Sponsor, in accordance with the terms of the relevant agreements (amounts in thousands):

of Non-Cash Activity to Related Party

(Formation) to

December 31, 2020

Amounts Included in the

Consolidated Statements of Operations

incurred by the Manager and its affiliates (1)

Schedule of Non-Cash Activity to Related Party

Year Ended December 31,

Amounts Included in our Consolidated Statements of Operations

Management fees

capitalized costs

fee and reimbursements (1)

wage, overhead and other reimbursements to the Manager and its affiliates.

following table presents a summary of amounts included in Due to affiliates in the consolidated financial statements (amounts in thousands):

of Due to Related Party

Costs incurred by our Manager and its affiliates (1)

Director compensation

Costs incurred by the

manager and its affiliates

Other capitalized costs

Development fee and reimbursements

Insurance (2)

Offering costs

Acquisition fee

Other capitalized costs

wage, overhead and other reimbursements to our Manager and its affiliates, including our Sponsor, which are included in General and

administrative expenses in our consolidated statements of operations.

the year ended December 31, 2022, we incurred insurance premiums of $ 4.8 million pertaining to insurance policies with effective

dates that commenced during the period, which are included in Other assets in our consolidated balance sheet.

Of this amount, zero

was unpaid as of December 31, 2022 and $ 1.6 million was amortized into Real estate under construction in our consolidated balance

following table summarizes amounts included in Due to affiliates in our consolidated balance sheets (amounts in thousands):

Schedule of Due to Related Party

Amounts Due to affiliates

cost sharing and reimbursements (1)

Development fees

Management fees

Acquisition fee

Employee cost sharing and reimbursements (1)

Director compensation

Secured Note, including accrued interest, to Belpointe REIT (2)

Acquisition fee

Due to affiliates

wage, overhead and other reimbursements to the Manager and its affiliates, including our Sponsor.

Secured Notes were eliminated as a result of the Company obtaining a controlling financial interest in Belpointe REIT (see “Note 2 – Exchange Offer, Conversion and Merger” ).

Organization,

Organizational,

Primary Offering and Merger Expenses

Manager and its affiliates, including our Sponsor, will be reimbursed, as described in the following paragraph, for organization and

offering expenses incurred in conjunction with our organization and Primary Offering as well as expenses incurred in connection with

the Transaction, which is described in greater detail in “Note 2 – Exchange Offer, Conversion and Merger.” As of December

31, 2021 and 2020, the Manager and its affiliates, including our Sponsor, have incurred organization and Primary Offering expenses of

$ 0.6 million and $ 0.2 million, respectively, on behalf of the Company.

As of December 31, 2021 and 2020, the Manager and its affiliates,

including our Sponsor, have incurred Transaction expenses of $ 0.2 million and $ 0.1 million, respectively.

Manager and its affiliates, including our Sponsor, will be reimbursed, as described in the following paragraph, for organizational and

offering expenses incurred in connection with our organization and Primary Offering and for expenses incurred in connection with the

See “ Note 1 – Organization, Business Purpose and Capitalization ” for additional details regarding our

Primary Offering, and “ Note 2 – Exchange Offer, Conversion and Merger, ” for additional details regarding the Transaction.

We became liable to reimburse our Manager and its affiliates, including our Sponsor, when the first closing was held in connection with

our Primary Offering, which occurred in October 2021.

were no organizational or Primary Offering expenses incurred by our Manager and its affiliates during the year ended December 31, 2022.

During the year ended December 31, 2021, our Manager and its affiliates, including our Sponsor, incurred organizational and Primary Offering

expenses of $ 0.6 million as well as transaction expenses of $ 0.2 million on our behalf, all of which have been fully repaid.

Operating Expenses

to the Management Agreement by and among the Company, Operating Companies and Manager (the “Management Agreement”), we will

reimburse our Manager, Sponsor, and their respective affiliates, for actual expenses incurred on behalf of the Company in connection

with the selection, acquisition or origination of an investment, whether or not the Company ultimately acquires or originates the investment.

We will also reimburse our Manager, Sponsor, and their respective affiliates, for out-of-pocket expenses paid to third parties in connection

with providing services to the Company.

Pursuant to the Employee and Cost Sharing Agreement by and among the Company, Operating Companies

and Manager, we will reimburse our Sponsor and Manager for expenses incurred for our allocable share of the salaries, benefits and overhead

of personnel providing services to us.

As of December 31, 2021 and 2020, the Manager and its affiliates, including our Sponsor, have

incurred operating expenses of $ 1.3 million and $ 0.1 million, inclusive of wage reimbursements of $ 0.8 million and $ 0.1 million, respectively,

on behalf of the Company.

The expenses shall be payable, at the election of the recipient, in cash, by issuance of our Class A units

at the then-current NAV, or through some combination of the foregoing.

to the oversight of our board of directors (the “Board”), the Manager is responsible for managing the Company’s affairs

on a day-to-day basis and for the origination, selection, evaluation, structuring, acquisition, financing and development of our commercial

real estate properties, real estate-related assets, including but not limited to commercial real estate loans, and debt and equity securities

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

of other qualified opportunity funds and qualified opportunity zone businesses.

to the Management Agreement we will pay our Manager a quarterly management fee in arrears of one-fourth of 0.75 %.

The management fee

will be based on our NAV at the end of each quarter, which, no later than the first quarter following the December 31, 2022 year end,

and every quarter, thereafter, will be announced within approximately 60 days of the last day of each quarter.

For the year ended December

31, 2021, we incurred management fees of $ 0.7 million which are included in Property expenses in the consolidated statements of operations.

Management Oversight Fee

Manager, Sponsor or an affiliate of our Manager or Sponsor, will be paid an annual property management oversight fee, to be paid by the

individual subsidiaries of our Operating Companies, equal to 1.5 % of the revenue generated by the applicable property.

There were no

property management oversight fees for the year ended December 31, 2021 or for the period beginning January 24, 2020 (formation) to December

to the terms of a management agreement between us, our Operating Companies and our Manager (the “Management Agreement”),

we reimburse our Manager, Sponsor and their respective affiliates for actual expenses incurred on our behalf in connection with the selection,

acquisition or origination of investments, whether or not we ultimately acquire or originate an investment.

We also reimburse our Manager,

Sponsor and their respective affiliates for out-of-pocket expenses paid to third parties in connection with providing services to us.

to the terms of an employee and cost sharing agreement between us, our Operating Companies, our Manager and our Sponsor, we reimburse

our Sponsor and our Manager for expenses incurred for our allocable share of the salaries, benefits and overhead of personnel providing

services to us.

During the years ended December 31, 2022 and 2021, our Manager and its affiliates, including our Sponsor, incurred operating

expenses of $ 2.9 million and $ 1.3 million, respectively, on our behalf.

The expenses are payable, at the election of the recipient, in

cash, by issuance of our Class A units at the then-current NAV, or through some combination of the foregoing.

As of December 31, 2022,

all expenses incurred since inception have been paid in cash.

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

and the oversight of our Board, our Manager is responsible for managing our affairs on a day-to-day basis and for the origination, selection,

evaluation, structuring, acquisition, financing and development of our commercial real estate properties, real estate-related assets,

including but not limited to commercial real estate loans, and debt and equity securities issued by other real estate-related companies,

as well as private equity acquisitions and investments, and opportunistic acquisitions of other qualified opportunity funds and qualified

opportunity zone businesses.

to the Management Agreement, we pay our Manager a quarterly management fee in arrears of one-fourth of 0.75 %.

The management fee is based

on our NAV at the end of each quarter, which, no later than the first quarter following the December 31, 2022 year end, and every quarter

thereafter, will be announced within approximately 60 days of the last day of each quarter.

For the years ended December 31, 2022 and

2021, we incurred management fees of $ 2.6 million and $ 0.7 million, respectively, which are included in Property expenses in our consolidated

statements of operations.

Fees and Reimbursements

of our Sponsor are entitled to receive (i) development fees on each project in an amount that is usual and customary for comparable services

1 unchanged sentence

and other overhead expenses incurred in connection with the project.

connection with our acquisitions of 902-1020 First and 900 8th Avenue South (as defined in “Note 5 – Real Estate, Net” ),

connection with our acquisition of several parcels, comprising 1.6 -acres of land, located in St.

Petersburg, Florida, in October 2020,

and our acquisition of 900 8th Avenue South (as defined and described in greater detail in “ Note 6 – Real Estate, Net ”),

a development fee of 4.5 % of total project costs will be charged throughout the course of each project, of which one half was due at

the close of each acquisition and is included in Real estate under construction in our consolidated balance sheets as of December 31,

2021 and 2020.

the year ended December 31, 2021, we incurred employee reimbursement expenditures to the development managers of $ 0.6 million, of which

$ 0.5 million is included in Real estate under construction in our consolidated balance sheet and $ 0.1 million is included in General

and administrative expenses in our consolidated statement of operations.

As of December 31, 2021 and 2020, zero and $ 0.3 million, respectively,

remained due and payable to our affiliates for upfront development fees, and $ 0.4 million and less than $ 0.1 million, respectively, remained

due and payable to our affiliates for employee reimbursement expenditures relating to projects under development.

the close of each acquisition and is included in Real estate under construction in our consolidated balance sheets.

March 29, 2022, we commenced construction on one of our properties located in Sarasota, Florida, and in connection therewith, due to

an increase in scope of work, we agreed to increase the development fee payable to an affiliate of our Sponsor under the terms of

our existing development management agreement from 4.0% to 4.25%.

In addition, again due to the increase in scope of work, as well

as due to increases in construction costs, we also revised our construction budget.

As a result of the increase in development fees

and revisions to our construction budget, we incurred an additional upfront development fee of $ 2.5

million, which is included in Real estate under construction in our consolidated balance sheets.

The remaining development fee will

be charged throughout the course of the project in accordance with the terms of the development management agreement.

the years ended December 31, 2022 and 2021, we incurred development fees earned during the construction phase of $ 4.3 million and $ 1.5

million, respectively.

As of December 31, 2022 and 2021, $ 4.3 million and zero , respectively, remained due and payable to our affiliates

for development fees.

the years ended December 31, 2022 and 2021, we incurred employee reimbursement expenditures to our affiliates acting as development managers

of $ 1.5 million and $ 0.6 million, respectively, of which $ 1.3 million and $ 0.5 million, respectively, is included in Real estate under

construction in our consolidated balance sheets, and $ 0.2 million and $ 0.1 million, respectively, is included in General and administrative

expenses in our consolidated statements of operations.

As of December 31, 2022 and 2021, $ 0.3 million and $ 0.4 million, respectively,

remained due and payable to our affiliates for employee reimbursement expenditures.

will pay our Manager, Sponsor, or an affiliate of our Manager or Sponsor, an acquisition fee equal to 1.5 % of the total value of any

1 unchanged sentence

or an affiliate of our Manager or Sponsor, would otherwise receive a development fee).

As of December 31, 2021, we incurred acquisition

fees of less than $ 0.1 million in connection with the 901-909 Central (as defined in “Note 5 – Real Estate, Net” ) acquisition.

We did not incur any acquisition fees as of December 31, 2020, since all investments acquired as of that date were or will be subject

to payment of development fees.

various agreements, the Company has engaged the Manager and its affiliates, including in certain cases the Sponsor, to provide certain

services that are essential to the Company, including asset management services, asset acquisition and disposition services, supervision

of our Primary Offering and any subsequent offerings, as well as other administrative responsibilities for the Company, including accounting

services and investor relations services.

As a result of these relationships, we are dependent upon the Manager and its affiliates, including

In the event that these companies are unable to provide the Company with these services, we would be required to find alternative

providers of these services.

We did not incur any acquisition fees during the

year ended December 31, 2022, since all investments acquired during these periods were, or will be, subject to payment of development

For the year ended December 31, 2021, we incurred acquisition fees of less than $ 0.1 million in connection with our acquisition

of 901-909 Central (as defined and described in greater detail in “ Note 6 – Real Estate, Net ”).

immediate family members of our Chief Executive Officer have a passive indirect minority beneficial ownership interest in Belpointe Specialty

Insurance, LLC (“Belpointe Specialty Insurance”).

Belpointe Specialty Insurance has acted as our broker in connection with

the placement of insurance coverage for certain of our properties and operations.

Belpointe Specialty Insurance earns brokerage commissions

related to the brokerage services that it provides to us, which commissions vary, are based on a percentage of the premiums that we pay

and are set by the insurer.

We have also engaged Belpointe Specialty Insurance to provide us with contract insurance consulting services

related to owner-controlled insurance programs, for which we pay an administration fee.

the year ended December 31, 2022, we obtained insurance coverage and paid premiums in the aggregate amount of $ 4.8 million from which

Belpointe Specialty Insurance earned commissions of $ 0.5 million.

During the year ended December 31, 2022, Belpointe Specialty Insurance

earned administration fees of less than $ 0.1 million.

Insurance premiums are prepaid and are included in Other assets in our consolidated

balance sheets.

With respect to our properties under development, for the year ended December 31, 2022, $ 1.6 million was amortized into

Real estate under construction on the consolidated balance sheet.

As it pertains to our operating properties, for year ended December

31, 2022, $ 0.4 million was amortized into Property expenses on the consolidated statement of operations.

various agreements we have engaged our Manager and its affiliates, including in certain cases our Sponsor, to provide certain services

that are essential to us, including asset management services, asset acquisition and disposition services, supervision of our Primary

Offering and any other offerings that we may conduct, as well as other administrative responsibilities for the Company, including, without

limitation, accounting services and investor relations services.

As a result of these relationships, we are dependent upon our Manager

and its affiliates, including our Sponsor.

In the event that our Manager and its affiliates are unable to provide us with the services

that we have engaged them to provide, we would be required to find alternative service providers.

6 – Real Estate, Net

of Real Estate During 2022

February 24, 2021, an indirect wholly owned subsidiary of our Operating Company and an unaffiliated third party (the “JV Partner”)

January 7, 2022, through an indirect majority-owned subsidiary of our Operating Company, we completed the acquisition of a 1.1 -acre site,

located in Mansfield, Connecticut, for a purchase price of $ 0.3 million, inclusive of transaction costs of less than $ 0.1 million.

closing, the building was leased back to the seller for a term of 12 months.

This acquisition was deemed to be an asset acquisition and

all direct transaction costs were capitalized.

The purchase price was allocated to land and building of $ 0.1 million and $ 0.2 million,

respectively.

All related assets and liabilities, including identifiable intangibles, were recorded at their relative fair values based

on the purchase price and acquisition costs incurred.

May 9, 2022, through an indirect majority-owned subsidiary of our Operating Company, we completed the acquisition of a 0.265 -acre site,

located in Sarasota, Florida, for a purchase price of $ 1.5 million, inclusive of transaction costs of $ 0.1 million.

This acquisition

was deemed to be an asset acquisition and all direct transaction costs were capitalized.

The purchase price was allocated to land, building,

and an in-place lease intangible asset of $ 1.3 million, $ 0.1 million and less than $ 0.1 million, respectively.

All related assets and

liabilities, including identifiable intangibles, were recorded at their relative fair values based on the purchase price and acquisition

costs incurred.

June 28, 2022, through an indirect majority-owned subsidiary of our Operating Company, we acquired a 70.2 %

controlling interest (the “CMC Interest”) in CMC Storrs SPV, LLC (“CMC”), a holding company for an

approximately 60 -acre

site located in Mansfield, Connecticut, for an initial capital contribution of $ 3.8

As part of the transaction two unaffiliated joint venture partners (the “CMC JV Partners”) were deemed to have

made a combined initial capital contribution of $ 3.1

million (a non-cash financing activity during the year ended December 31, 2022).

Following our acquisition of the CMC Interest, we

discovered that one of the CMC JV Partners had misappropriated cash from the other CMC JV Partner’s cash account resulting in

the loss of $ 0.4 million included in Other income (expense) in the accompanying consolidated statement of operations for the

year ended December 31, 2022.

The CMC JV Partner agreed to forfeit its interest in CMC as of March 24, 2023.

Our acquisition of

the CMC Interest was deemed to be an asset acquisition and all direct transaction costs were capitalized.

All related assets and

liabilities, including identifiable intangibles, were recorded at their relative fair values based on the purchase price and

acquisition costs incurred.

As a result of our controlling financial interest, we consolidate this development project.

price was allocated as follows (amounts in thousands):

Schedule of Real Estate Properties

June 28, 2022

and improvements

Intangible assets

Real estate under construction

Total real estate

Accumulated depreciation and amortization

Real estate, net

and cash equivalents

Accounts payable

Accrued expenses and other liabilities

Total liabilities

Amounts attributable to noncontrolling interests (2)

Total net assets

Includes restricted cash of $ 1.4 million.

Represents a non-cash financing activity during the year ended December 31, 2022.

October 13, 2022, through an indirect majority-owned subsidiary of our Operating Company, we completed the acquisition of an approximately

19 -acre site, located in Mansfield, Connecticut, for a purchase price of $ 5.5 million, inclusive of transaction costs of $ 0.1 million.

This acquisition was deemed to be an asset acquisition and all direct transaction costs were capitalized.

The purchase price was solely

allocated to land, and was recorded at the relative fair value based on the purchase price and acquisition costs incurred.

December 2, 2022, an indirect majority-owned subsidiary of our Operating Company acquired a 99 % controlling interest in a jointly-owned

investment with an unaffiliated third party to acquire an approximately

site, located in Nashville, Tennessee (“Nashville No.

4”) for a purchase price of $ 16.4

million, inclusive of transaction costs $ 0.2

This acquisition was deemed to be an asset acquisition and all direct transaction costs were capitalized.

The purchase price was allocated to land, building, intangible assets and below-market lease liability of $ 15.2

million, $ 0.8

million, $ 0.6

million and $ 0.4

million, respectively.

All related assets and

liabilities, including identifiable intangibles, were recorded at their relative fair values based on the purchase price and acquisition

costs incurred.

of Real Estate During 2021

February 24, 2021, an indirect majority 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, a Delaware limited

10 unchanged sentences

The 900 Eighth Promissory Note, which

is included in Accrued expenses and other liabilities in the consolidated balance sheets, earns interest at the greater of (i) 1 % per

is included in Accrued expenses and other liabilities in our consolidated balance sheets, earns 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 Code, and

matures upon receipt of construction permits which we expect to receive in 2022.

On May 28, 2021, 900 Eighth completed the acquisition

of 900 8th Avenue South for a purchase price of $ 19.7 million, inclusive of transaction costs of $ 0.1 million.

We funded this acquisition

with proceeds from the Secured Notes.

This acquisition was deemed to be an asset acquisition and all transaction costs were capitalized.

All related assets were recorded at their relative fair values based on the purchase price and acquisition costs incurred.

We anticipate

funding entitlement and development costs with a mix of equity investments by the JV Partner and proceeds from the Primary Offering.

was repaid in full in April 2022.

On May 28, 2021, 900 Eighth completed the acquisition of 900 8th Avenue South for a purchase price

of $ 19.7 million, inclusive of transaction costs of $ 0.1 million.

We funded this acquisition with proceeds from the Secured Notes.

acquisition was deemed to be an asset acquisition and all transaction costs were capitalized.

All related assets were recorded at their

relative fair values based on the purchase price and acquisition costs incurred.

We anticipate funding entitlement and development costs

with a mix of equity investments by the JV Partner and proceeds from the Primary Offering.

March 12, 2021, through an indirect majority-owned subsidiary of our Operating Company, we completed the acquisition of a parcel of land

located in St.

Petersburg, Florida, for a purchase price of $ 2.5 million, inclusive of transaction costs of $ 0.1 million.

We funded this

acquisition with proceeds from the Secured Notes.

This acquisition was deemed to be an asset acquisition and all transaction costs were

The purchase price was allocated to land, building, intangible assets and below-market lease liability of $ 1.9 million,

$ 0.6 million, $ 0.2 million and $ 0.2 million, respectively.

All related assets and liabilities, including identifiable intangibles, were

recorded at their relative fair values based on the purchase price and acquisition costs incurred.

May 7, 2021, through an indirect majority-owned subsidiary of our Operating Company, we completed the acquisition of a 1.205 -acre site,

consisting of a fully leased retail building and parking lot located in Sarasota, Florida, for a purchase price of $ 4.7 million, inclusive

with a two-tenant retail building and a parking lot located in St.

Petersburg, Florida, for a purchase price of $ 2.5 million, inclusive

of transaction costs of $ 0.1 million.

We funded the acquisition with proceeds from the Secured Notes.

The property will be used as a

future development site.

This acquisition was deemed to be an asset acquisition and all transaction costs were capitalized.

price was allocated to land and intangible in-place lease assets of $ 4.5 million and $ 0.2 million, respectively.

All related assets,

We funded this acquisition with proceeds from the Secured Notes.

This acquisition was deemed to

be an asset acquisition and all transaction costs were capitalized.

The purchase price was allocated to land, building, intangible assets

and below-market lease liability of $ 1.9 million, $ 0.6 million, $ 0.2 million and $ 0.2 million, respectively.

All related assets and liabilities,

including identifiable intangibles, were recorded at their relative fair values based on the purchase price and acquisition costs incurred.

May 7, 2021, through an indirect majority-owned subsidiary of our Operating Company, we completed the acquisition of a 1.205 -acre site,

consisting of a retail building and parking lot located in Sarasota, Florida, for a purchase price of $ 4.7 million, inclusive of transaction

costs of $ 0.1 million.

We funded this acquisition with proceeds from the Secured Notes.

The sole tenant in the building vacated in January

2022 and the property will be used as a future development site.

This acquisition was deemed to be an asset acquisition and all transaction

costs were capitalized.

The purchase price was allocated to land and intangible in-place lease assets of $ 4.5 million and $ 0.2 million,

respectively.

All related assets, including identifiable intangibles, were recorded at their relative fair values based on the purchase

price and acquisition costs incurred.

July 15, 2021, through an indirect majority-owned subsidiary, we completed the acquisition of a 9 -acre parcel of land located in Storrs,

11 unchanged sentences

price of $ 2.1 million, inclusive of transaction costs of $ 0.1 million.

Upon closing the building was leased to the seller for a term

of 12 months, with the ability to continue month to month thereafter.

This acquisition was deemed to be an asset acquisition and all

transaction costs were capitalized.

The purchase price was allocated to land, building and in-place lease intangible asset of $ 1.8 million,

$ 0.2 million and $ 0.1 million, respectively.

All related assets and liabilities, including identifiable intangibles, were recorded at

their relative fair values based on the purchase price and acquisition costs incurred.

The building was leased back to the seller through November 2023,

with the ability to continue month to month thereafter.

This acquisition was deemed to be an asset acquisition and all transaction costs

were capitalized.

The purchase price was allocated to land, building and in-place lease intangible asset of $ 1.8 million, $ 0.2 million

and $ 0.1 million, respectively.

All related assets and liabilities, including identifiable intangibles, were recorded at their relative

fair values based on the purchase price and acquisition costs incurred.

November 30, 2021, pursuant to the terms of an Agreement to Accept Interests in Satisfaction of Obligations, through an indirect majority

owned subsidiary, we acquired the 1991 Main Interest from BI Holding for a gross purchase price of $ 33.9 million, excluding debt assumed

in connection with the transaction of $ 10.8 million.

As part of this acquisition, we assumed an outstanding secured loan from First Florida

Integrity Bank (the “1991 Main Loan”), the current outstanding principal balance of which is $ 10.8 million.

owned subsidiary, we acquired the 1991 Main Interest from BI Holding for a gross purchase price of $ 33.9 million, excluding the Acquisition

Loan of $ 10.8 million which assumed in connection with the transaction.

On April 22, 2022, the Acquisition Loan was repaid in full.

“ Note 5 – Related Party Agreements ” for additional details regarding our transactions with BI Holding.

This acquisition

4 unchanged sentences

was allocated as follows (amounts in thousands):

of Real Estate Properties

Schedule of Real Estate Properties

November 30, 2021

and improvements (1)

estate under construction (1)

Real estate (1)

depreciation and amortization (1)

Building and improvements (1)

Intangible assets (1)

Real estate under construction (1)

Total Real estate (1)

Accumulated depreciation and amortization (1)

Real estate, net (1)

Cash and cash equivalents

affiliates (1)

expenses and other liabilities (1)

Other assets (2)

Debt, net (1)

Due to affiliates (1)

Accounts payable (1)

Accrued expenses and other liabilities (1)

Total liabilities

Total net assets

non-cash investing activity during the year ended December 31, 2021.

2 unchanged sentences

December 21, 2021, through an indirect majority-owned subsidiary of our Operating Company, we completed the acquisition of a 0.129 -acre

site, consisting of a one-story 5,328 gross square foot mixed-use building, located in St.

Petersburg, Florida (“901-909 Central”),

for a purchase price of $ 2.6 million, inclusive of transaction costs of $ 0.1 million.

This acquisition was deemed to be an asset acquisition

and all transaction costs were capitalized.

The purchase price was allocated to land, building, in-place lease intangible asset and below-market

lease liability of $ 1.1 million, $ 1.6 million, $ 0.4 million and $ 0.5 million, respectively.

All related assets and liabilities, including

identifiable intangibles, were recorded at their relative fair values based on the purchase price and acquisition costs incurred.

of Real Estate During 2020

October 30, 2020, through an indirect majority-owned subsidiary of our Operating Company, we completed the acquisition of several parcels,

comprising 1.6 -acres of land, located in St.

Petersburg, Florida (together “902-1020 First”), for a purchase price of $ 12.1

million, inclusive of transaction costs.

We funded the land acquisition costs with proceeds from the First Secured Note and anticipate

funding the development costs with a mix of equity and land and construction loans.

This acquisition was deemed to be an asset acquisition

and all transaction costs were capitalized and recorded at their relative fair values based on the purchase price and acquisition costs

October 30, 2020, through certain indirect majority-owned subsidiaries of our Operating Company, we completed the acquisition of a 1.3 -acre

site, consisting of a former gas station, a three-story office building with parking lot with a one-story retail building, located in

Sarasota, Florida, for an aggregate purchase price of $ 6.9 million, inclusive of transaction costs.

We funded the acquisition with proceeds

from the First Secured Note and anticipate funding the redevelopment costs with a mix of equity and construction loans.

This acquisition

was deemed to be an asset acquisition and all transaction costs were capitalized.

The purchase price was allocated to land and building

of $ 4.8 million and $ 2.1 million, respectively.

All related assets were recorded at their relative fair values based on the purchase

price and acquisition costs incurred.

October 30, 2020, through certain indirect majority-owned subsidiaries of our Operating Company, we completed the acquisition of a 1.62 -acre

site, consisting of a six-story office building with parking lot, located in Sarasota, Florida, for an aggregate purchase price of $ 7.0

million, inclusive of transaction costs.

We funded the acquisition costs with proceeds from the First Secured Note and anticipate funding

the redevelopment costs with a mix of equity and construction loans.

This acquisition was deemed to be an asset acquisition and all transaction

costs were capitalized.

The purchase price was allocated to land, building and improvements, in-place lease intangible asset and below-market

lease liability for $ 4.9 million, $ 1.6 million, $ 2.0 million, and $ 1.5 million, respectively.

expense was $ 0.2 million and less than $ 0.1 million for the year ended December 31, 2021 and the period beginning January 24, 2020 (formation)

to December 31, 2020, respectively.

site, consisting of a fully leased singly-story 5,328 gross square foot mixed-use building, located in St.

Petersburg, Florida (“901-909

Central”), for a purchase price of $ 2.6 million, inclusive of transaction costs of $ 0.1 million.

This acquisition was deemed to

be an asset acquisition and all transaction costs were capitalized.

The purchase price was allocated to land, building, in-place lease

intangible asset and below-market lease liability of $ 1.1 million, $ 1.6 million, $ 0.4 million and $ 0.5 million, respectively.

assets and liabilities, including identifiable intangibles, were recorded at their relative fair values based on the purchase price and

acquisition costs incurred.

expense was $ 0.7 million and $ 0.2 million for the years ended December 31, 2022 and 2021, respectively.

Estate Under Construction

following table provides the activity of our Real estate under construction (amounts in thousands):

of Real Estate Under Construction

Schedule of Real Estate Under Construction

Beginning balance

Land held for development

Acquisition of construction in progress

Capitalized costs (1) (2) (3)

Land held for development (1) (4)

Capitalized interest

Acquisition of construction in progress (1)

Ending balance

non-cash investing activity of $ 1.6 million and $ 0.5 million for the the years ended December 31, 2021, and December 31, 2020, respectively.

development fees and employee reimbursement expenditures of $ 2.7 million and $ 2.6 million for the year ended December 31, 2021, and

the period beginning January 24, 2020 (formation) to December 31, 2020, respectively.

direct and indirect project costs incurred of $ 0.5 million and less than $ 0.1 million for the the year ended December 31, 2021 and

the period beginning January 24, 2020 (formation) to December 31, 2020, respectively.

non-cash investing activity of $ 13.9

million (inclusive of land contributed by one of the CMC JV Partners, unpaid development fees of $ 4.3

million, and unpaid employee cost sharing and reimbursements of $ 0.3 million) and $ 1.6

million for the years ended December 31, 2022 and 2021, respectively.

See “ Note 5 – Related Party Agreements ” for additional details

regarding our transactions with related parties .

development fees and employee reimbursement expenditures of $ 5.6 million and $ 2.7 million for the years ended December 31, 2022 and

2021, respectively.

direct and indirect project costs to the construction and development of real estate projects, including but not limited to loan

fees, property taxes and insurance, incurred of $ 2.2 million and $ 0.5 million for the years ended December 31, 2022 and 2021, respectively.

ground lease payments and straight-line rent adjustments incurred of $ 0.8 million and less than $ 0.1 million for the years ended

December 31, 2022 and 2021, respectively.

7 – Intangible Assets and Liabilities

assets and liabilities are summarized as follows (in thousands):

Of Intangible Assets And Liabilities

Carrying Amount

Finite-Lived Intangible

following table summarizes our intangible assets and liabilities (amounts in thousands):

Schedule of Intangible Assets And Liabilities

Gross Carrying Amount

Accumulated Amortization

Net Carrying Amount

Gross Carrying Amount

Accumulated Amortization

Net Carrying Amount

Finite-Lived Intangible Assets

In-place leases

Indefinite-Lived Intangible

Indefinite-Lived Intangible Assets

Development rights

Ground lease purchase

Ground lease purchase option

Total intangible assets

Finite-Lived Intangible

Finite-Lived Intangible Liabilities

Below-market leases

Total intangible liabilities

lease intangible assets recorded for 2021 acquisitions, noted above, are included in Intangible assets on the consolidated balance sheets

and are being amortized over a weighted average lease term of approximately 3.5 years.

In-place lease intangible asset recorded for 2020

acquisitions, noted above, are included in Intangible assets on the consolidated balance sheets and are being amortized over a weighted

average lease term of 20.0 years.

the year ended December 31, 2021, the amortization of in-place lease intangible asset was $ 0.4 million and is included in Depreciation

and amortization expense on the consolidated statements of operations.

During the period beginning January 24, 2020 (formation) to December

31, 2020, the amortization of in-place lease intangible asset was less than $ 0.1 million and is included in Depreciation and amortization

expense on the consolidated statements of operations.

assets recorded in connection with our acquisition of the 1991 Main Interest (as discussed in greater detail in “Note 4 - Related Party Arrangements,” and “Note 5 – Real Estate, Net” ) include land development rights of $ 5.7 million (which

have a perpetual legal and economic life) and a ground lease purchase option of $ 1.1 million which we have exercised as of the date of

These intangible assets are included in Intangible assets on the consolidated balance sheets.

below-market lease liabilities recorded for 2021 acquisitions, noted above, are included in Below-market rent liabilities, net on the

consolidated balance sheets and are being amortized over a weighted average lease term of approximately 5.2 years.

In-place lease intangible

asset recorded for 2020 acquisitions, noted above, are included in Intangible assets on the consolidated balance sheets and are being

amortized over a weighted average lease term of 20.0 years.

the year ended December 31, 2021, the amortization of below-market lease liability was $ 0.1 million and is included in Rental revenue

on the consolidated statements of operations.

During the the period beginning January 24, 2020 (formation) to December 31, 2020, the

amortization of below-market lease liability was less than $ 0.1 million and is included in Rental revenue on the consolidated statements

of operations.

lease intangible assets recorded for acquisitions of real estate during 2022, noted above, are included in Intangible assets in our consolidated

balance sheet and are being amortized over a weighted average lease term of approximately 1.1 years.

See “ Note 6 – Real Estate, Net ” for additional details regarding our acquisitions of real estate during 2022.

In-place lease intangible assets recorded

for acquisitions of real estate during 2021, noted above, are included in Intangible assets in our consolidated balance sheet and are

being amortized over a weighted average lease term of 3.5 years.

See “ Note 6 – Real Estate, Net ” for additional details

regarding our acquisitions of real estate during 2021.

the years ended December 31, 2022 and 2021, the amortization of in-place lease intangible assets was $ 0.6 million and $ 0.4 million, respectively,

and is included in Depreciation and amortization expense in our consolidated statements of operations.

assets recorded in connection with our acquisition of the 1991 Main Interest (as described in greater detail in “ Note 5 - Related Party Arrangements, ” and “ Note 6 – Real Estate, Net ”) include land development rights of $ 5.7 million (which

have a perpetual legal and economic life) and an exercised ground lease purchase option of $ 1.1 million and are included in Intangible

assets in our consolidated balance sheet as of December 31, 2021.

Upon the adoption of ASC 842 on the Date of Adoption, the ground lease

purchase option recognized was reclassified to a ROU operating asset.

As discussed further in “ Note 4 - Leases ”, the settlement

date to close on the exercised purchase option on our ground lease was extended in December 2022 to April 30, 2023.

Accordingly, as of

the remeasurement date on December 29, 2022, we reclassified this contract from an operating lease to a finance lease and recorded a

ROU asset of $ 5.0 million for the right to use the underlying asset during the lease term, which is included in Other assets in our consolidated

balance sheet.

See “ Note 6 – Real Estate, Net ” for additional details regarding our ROU asset as of December 31, 2022.

below-market lease liabilities recorded for acquisitions of real estate during 2022, noted above, are included in Lease liabilities in

our consolidated balance sheets and are being amortized over a weighted average lease term of approximately 1.0 years.

See “ Note 6 – Real Estate, Net ” for additional details regarding our acquisitions of real estate during 2022.

The below-market lease

liabilities recorded for acquisitions of real estate during 2021, noted above, are included in Lease liabilities in our consolidated

balance sheets and are being amortized over a weighted average lease term of approximately 5.2 years.

See “ Note 6 – Real Estate, Net ” for additional details regarding our acquisitions of real estate during 2021.

the years ended December 31, 2022 and 2021, the amortization of below-market lease liability was $ 0.3 million and $ 0.1 million, respectively,

and is included in Rental revenue in our consolidated statements of operations.

on the intangible assets and liabilities recorded as of December 31, 2022, scheduled annual net amortization of intangibles for the next

five calendar years and thereafter is as follows (in thousands):

of Annual Net Amortization of Intangibles

Ending December 31,

in Rental Revenue

to Amortization

Schedule of Annual Net Amortization of Intangibles

Years Ending December 31,

Rental Revenue

8 – Loans Receivable

discussed in greater detail in “Note 4 - Related Party Arrangements” and “Note 5 – Real Estate, Net” , effective

September 14, 2021, Belpointe REIT lent $ 24.8 million to BI Holding pursuant to the terms of the BI Secured Note at an annual interest

of 5 % and term to maturity of one year.

Effective November 30, 2021, the principal due under the BI Secured Note was fully settled in

exchange for the interest in BPOZ 1991 Main and the accrued interest of $ 0.3 million was repaid.

September 30, 2021, we lent $ 3.5 million to CMC Storrs SPV, LLC a Connecticut limited liability company (“CMC”), pursuant

to the terms of a non-recourse promissory note (the “CMC Note”) secured by a Mortgage Deed and Security Agreement on a property

owned by CMC located in Mansfield, Connecticut.

CMC used the proceeds from the CMC Note to enter into a Redemption Agreement with BPOZ

497 Middle Holding, LLC, a Connecticut limited liability company (“BPOZ 497”), and indirect majority-owned subsidiary of

Belpointe REIT, to redeem BPOZ 497’s preferred equity investment in CMC in accordance with the terms of the Merger Agreement.

accrues on the CMC Note at a rate of 12 % per annum and is due and payable at maturity on March 29, 2022 .

income from loans receivable for the year ended December 31, 2021 was $ 0.4 million and is included in Interest income in our consolidated

statements of operations.

There was no interest income from loans receivable for the period beginning January 24, 2020 (formation) to

December 31, 2020.

described in greater detail in “ Note 5 - Related Party Arrangements ” and “ Note 6 – Real Estate, Net ”, pursuant

to the terms of the BI Secured Note, Belpointe REIT provided BI Holding with a $ 24.8 million loan, bearing interest at an annual rate

of 5.0 % and due and payable at maturity on September 14, 2022.

Effective November 30, 2021, we acquired the 1991 Main Interest from BI

Holding in consideration of its payment to us of $ 0.3 million in interest that had accrued under the terms of the BI Secured Note through

November 30, 2021, and in satisfaction of its remaining obligations under the BI Secured Note.

September 30, 2021, we lent approximately $ 3.5 million to CMC (the “CMC Loan”) pursuant to the terms of a non-recourse promissory

note (the “CMC Note”) secured by a Mortgage Deed and Security Agreement on a property owned by CMC located in Mansfield,

CMC used the proceeds from the CMC Loan to enter into a Redemption Agreement with BPOZ 497 Middle Holding, LLC (“BPOZ

497”), an indirect majority-owned subsidiary of Belpointe REIT, to redeem BPOZ 497’s preferred equity investment in CMC in

furtherance of our Transaction with Belpointe REIT.

See “ Note 2 – Exchange Offer, Conversion and Merger, ” for additional

details regarding the Transaction.

Interest accrued on the CMC Note at an annual rate of 12.0 %, and was due and payable at maturity on

June 27, 2022 .

On June 28, 2022, CMC repaid the CMC Note in full, including accrued interest of $ 0.3 million.

January 3, 2022, through an indirect wholly owned subsidiary, we provided a commercial mortgage loan in the principal amount of $ 30.0

million to Norpointe, an affiliate of our Chief Executive Officer.

The Norpointe Loan was evidenced by a promissory note bearing interest

at an annual rate of 5.0 %, was due and payable on December 31, 2022 , and was secured by a first mortgage lien on the Norpointe Property.

On June 28, 2022, for purposes of complying with the qualified opportunity fund requirements under the Code and related Treasury Regulations,

we restructured the Norpointe Loan through an indirect majority owned subsidiary.

The Restructured Norpointe Loan was evidenced by a

promissory note bearing interest at an annual rate of 5.0 %, due and payable on June 28, 2023 , and was secured by a first mortgage lien

on the Norpointe Property.

On December 13, 2022, the Restructured Norpointe Loan was repaid in full, including accrued interest of less

than $ 0.1 million.

See “ Note 5 – Related Party Arrangements ” for additional details regarding our transactions with

February 23, 2022, through an indirect wholly-owned subsidiary, we provided a commercial mortgage loan in the principal amount of approximately

$ 5.0 million (the “Visco Loan”) to Visco Propco, LLC (“Visco”).

Visco is the owner of certain real property located

at 801 Visco Drive, Nashville, Tennessee 37210 (the “Visco Property”).

The Visco Loan was evidenced by a promissory note

bearing interest at an annual rate of 6.0 %, due and payable on February 18, 2023 , and was secured by a first lien deed of trust on the

Visco Property.

On December 2, 2022, the Visco Loan was repaid in full, including accrued interest of $ 0.2 million.

income from loans receivable was $ 1.8 million and $ 0.4 million for the years ended December 31, 2022 and 2021, respectively, and is included

in Interest income in our consolidated statements of operations.

9 – Debt, Net

net consists of one non-recourse mortgage loan— the 1991 Main Loan (as described in greater detail in “Note 5 – Real Estate, Net,” )—which is guaranteed by our Chief Executive Officer and held with an unrelated third party, and which is collateralized

by the assignment of real property with a carrying value of $ 33.1 million at December 31, 2021.

As of December 31, 2021, the 1991 Main

Loan has an outstanding balance of $ 10.8 million (excluding debt discount net of accumulated amortization of less than $ 0.1 million)

and a fixed annual interest rate of 4.75 %.

The 1991 Main Loan matures May 6, 2022 and is interest only, with a balloon payment due at

net consisted of one non-recourse mortgage loan—the Acquisition Loan (as described in greater detail in “ Note 6 – Real Estate, Net, ”)—which was guaranteed by our Chief Executive Officer and held with an unrelated third party, and which was

collateralized by the assignment of real property with a carrying value of $ 33.1 million at December 31, 2021.

As of December 31, 2021,

the Acquisition Loan had an outstanding balance of $ 10.8 million (excluding debt discount net of accumulated amortization of less than

$ 0.1 million) and a fixed annual interest rate of 4.75 %.

The Acquisition Loan, including outstanding interest of less than $ 0.1 million,

was repaid in full on April 22, 2022.

10 – Fair Value of Financial Instruments

value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between

marketplace participants at the measurement date under current market conditions ( i.e.

, the exit price).

categorize our financial instruments, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy.

14 unchanged sentences

judgment or estimation.

of December 31, 2021, the Company did not have any significant financial instruments.

We estimated that our other financial assets and

liabilities had fair values that approximated their carrying values as of December 31, 2021 and 2020.

10 – Loss Per Unit

and Diluted Loss Per Unit

the year ended December 31, 2021, the basic and diluted weighted-average units outstanding was 410,194 .

For the year ended December 31,

2021, net loss attributable to Class A Units was $ 3.1 million and the loss per basic and diluted unit was $ 7.64 .

the period beginning January 24, 2020 (formation) to December 31, 2020, the basic and diluted weighted-average units outstanding was

During the period beginning January 24, 2020 (formation) to December 31, 2020, net loss attributable to Class A Units was $ 0.1 million

and the loss per basic and diluted unit was $ 1,120 .

11 – Members’ Capital (Deficit)

Amended and Restated Limited Liability Company Operating Agreement (our “Operating Agreement”) generally authorizes our Board

to issue an unlimited number of units and options, rights, warrants and appreciation rights relating to such units for consideration

or for no consideration and on the terms and conditions as determined by our Board, in its sole discretion, without the approval of any

These additional securities may be used for a variety of purposes, including in future offerings to raise additional capital

and acquisitions.

Our Operating Agreement currently authorizes the issuance of an unlimited number of Class A units, 100,000 Class B

units and one Class M unit.

As of December 31, 2021, there are 3,382,149 Class A units, 100,000 Class B units and one Class M unit issued

and outstanding.

of December 31, 2021, there were 202,952

units issued by the Company pursuant to subscription

agreements which had not yet settled.

Accordingly, $ 20.3

million was a non-cash financing activity

during 2021 and was recorded as a Subscriptions receivable on our consolidated balance sheet relating to such units issued as of

December 31, 2021.

As of filing, all of these funds have been received.

carrying value of our loans receivable totaled zero and $ 3.5 million as of December 31, 2022 and 2021, respectively, and had estimated

fair values of zero and $ 3.5 million as of December 31, 2022 and 2021, respectively.

We determined the estimated fair value of our loans

receivable using a discounted cash flow model taking into account the investments liquidity, the strength of the loan collateral, quality

of the credit profile of the obligor, term to maturity and the likelihood of a liquidity event, among other factors.

These fair value

measurements fall within Level 3 of the fair value hierarchy.

estimated that our other financial assets and liabilities had fair values that approximated their carrying values as of December 31,

2022 and 2021.

11 – Members’ Capital

Operating Agreement generally authorizes our Board to issue an unlimited number of units and options, rights, warrants and appreciation

rights relating to such units for consideration or for no consideration and on the terms and conditions as determined by our Board, in

its sole discretion, in most cases without the approval of our members.

These additional securities may be used for a variety of purposes,

including in future offerings to raise additional capital and acquisitions.

Our Operating Agreement currently authorizes the issuance

of an unlimited number of Class A units, 100,000 Class B units and one Class M unit.

the years ended December 31, 2022 and 2021, we issued 141,300 Class A units and 3,382,049 Class A units (inclusive of 1,250,010 Class

A units exchanged in connection with the Merger), respectively.

See “ Note 2 – Exchange Offer, Conversion and Merger, ”

for additional details regarding the Merger.

As of December 31, 2022, there were 3,523,449 Class A units, 100,000 Class B units and one

Class M unit issued and outstanding.

As of December 31, 2021, there were 3,382,149 Class A units, 100,000 Class B units and one Class

M unit issued and outstanding.

of December 31, 2021, there were 202,952 Class A units issued by the Company pursuant to subscription agreements which had not yet settled.

Accordingly, $ 20.3 million was a non-cash financing activity during 2021 and was recorded as a Subscriptions receivable in our consolidated

balance sheet relating to such units issued as of December 31, 2021.

All of these funds were received during January 2022.

payment in full of any consideration payable with respect to the initial issuance of our Class A units, the holder thereof will not be

liable for any additional capital contributions to the Company.

Holders of Class A units are not entitled to preemptive, redemption or

conversion rights.

Class A units are entitled to one vote per unit on all matters submitted to a vote of our members.

Matters must generally

be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast.

of Class A units share ratably in any distributions we make, subject to any statutory or contractual restrictions on distributions and

to any restrictions on distributions imposed by the terms of any preferred units we issue.

Holders of our Class A units are not entitled to preemptive, redemption

or conversion rights.

Holders of our Class A units are entitled to one vote per unit on all matters submitted to a vote of our members.

Matters must generally be approved by a majority (or, in the case of the election of directors, by a plurality) of the votes entitled

of our Class A units share ratably in any distributions we make, subject to any statutory or contractual restrictions on distributions

and to any restrictions on distributions imposed by the terms of any preferred units we issue.

our dissolution, liquidation or winding up, after payment of all amounts required to be paid to creditors and holders of preferred units,

if any, holders of Class A units are entitled to receive our remaining assets available for distribution.

of our Class B units are held by our Manager and were issued on September 14, 2021, upon effectiveness of our Form S-4.

Class B units

are not entitled to preemptive, redemption or conversion rights.

Class B units are entitled to one vote per unit on all matters submitted

if any, holders of our Class A units are entitled to receive our remaining assets available for distribution.

of our Class B units are currently held by our Manager and were issued on September 14, 2021.

Holders of our Class B units are not entitled

to preemptive, redemption or conversion rights.

Holders of our Class B units are entitled to one vote per unit on all matters submitted

to a vote of our members.

Matters must generally be approved by a majority (or, in the case of election of directors, by a plurality)

Matters must generally be approved by a majority (or, in the case of the election of directors, by a plurality)

of the votes entitled to be cast.

of our Class B units are entitled to share ratably as a class in 5 % of any gains recognized by or distributed to the Company or recognized

by or distributed from our Operating Companies or any subsidiary or other entity to the Company, regardless of whether the holders of

our Class A units have received a return of their capital.

The allocation and distribution rights that the holders of our Class B units

are entitled to may not be amended, altered or repealed, and the number of authorized Class B units may not be increased or decreased,

without the consent of our Manager.

In addition, our Manager will continue to hold the Class B units even if it is no longer our manager.

by or distributed from our Operating Companies or any subsidiary or other entity related to the Company, regardless of whether the holders

of our Class A units have received a return of their capital.

The allocation and distribution rights that the holders of our Class B

units are entitled to may not be amended, altered or repealed, and the number of authorized Class B units may not be increased or decreased,

without the consent of the holders of our Class B units.

In addition, our Manager, or any other holder of our Class B units, will continue

to hold the Class B units even if our Manager is no longer our manager.

our dissolution, liquidation or winding up, after payment of all amounts required to be paid to creditors and holders of preferred units,

if any, holders of Class B units will be entitled to receive any accrual of gains or distributions otherwise distributable pursuant to

the terms of the Class B units, regardless of whether the holders of our Class A Units have received a return of their capital.

Class M unit is held by our Manager and was issued on September 14, 2021, upon effectiveness of our Form S-4.

The Class M unit is not

entitled to preemptive, redemption or conversion rights.

The Class M unit is entitled to that number of votes equal to the product obtained

by multiplying (i) the sum of the aggregate number of outstanding Class A Units plus Class B units, by (ii) 10, on matters on which the

Class M unit has a vote.

if any, holders of our Class B units will be entitled to receive any accrual of gains or distributions otherwise distributable pursuant

to the terms of the Class B units, regardless of whether the holders of our Class A units have received a return of their capital.

Class M unit is currently held by our Manager and was issued on September 14, 2021.

The holder of our Class M unit is not entitled to

preemptive, redemption or conversion rights.

The holder of our Class M unit is entitled to that number of votes equal to the product

obtained by multiplying (i) the sum of the aggregate number of outstanding Class A units plus Class B units, by (ii) 10, on matters on

which the Class M unit has a vote.

Our Manager will continue to hold the Class M unit for so long as it remains our manager.

2 unchanged sentences

and set the designations, preferences, rights, powers and duties of such classes or series.

Subscriptions

receivable consist of Class A units that have been issued with subscriptions that have not yet settled.

As of December 31, 2022 and 2021,

there was zero and $ 20.3 million, respectively, in subscriptions that had not yet settled.

Subscriptions receivable are carried at cost,

which approximates fair value.

and Diluted Loss Per Class A Unit

the years ended December 31, 2022 and 2021, the basic and diluted weighted-average units outstanding were 3,416,527 and 410,194 ,

respectively.

For the years ended December 31, 2022 and 2021, net loss attributable to our Class A units was $ 7.7

million and $ 3.1 million,

respectively, and the loss per basic and diluted unit was $ 2.25 and

respectively.

12 – Commitments and Contingencies

of December 31, 2022, the Company is not subject to any material litigation nor is the Company aware of any material litigation threatened

the year ended December 31, 2022, we entered into a construction management agreement in connection with the development of one of our

commercial real estate properties.

As of December 31, 2022, we had an unfunded capital commitment of $ 144.3 million (excluding capitalized

interest, development fees and indirect project costs) under the terms of this agreement.

We expect to incur this capital commitment

incrementally over the course of the next 18 months.

As of December 31, 2022, $ 6.6 million, inclusive of retainage of $ 1.9 million, is

outstanding and payable in connection with this development.

13 – Subsequent Events

3 unchanged sentences

or disclosed.

January 3, 2022, through an indirect wholly-owned subsidiary, we provided a commercial mortgage loan in the principal amount of $ 30.0

million (the “Norpointe Loan”) to

Norpointe, LLC (“Norpointe”), an affiliate of our Chief Executive Officer.

Norpointe is the owner of certain real property

located at 41 Wolfpit Avenue, Norwalk, Connecticut 06851 (the “Norpointe Property”).

The Norpointe Loan is evidenced by a

promissory note bearing interest at a rate of 5 %

per annum, due and payable on December 31, 2022, and is secured by a first mortgage lien on the Norpointe Property.

Given our excess

cash on hand as of the year ended December 31, 2021, management viewed the Norpointe transaction as an opportunity to earn a strong rate

of return on that cash by making a low risk—due to the low loan-to-value ratio and first priority mortgage interest—short-term

loan rather than depositing the funds in a lower yielding account pending investment in future developments.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosures.

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 8. Financial Statements and Supplementary Data