What changed in this filing

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Item 1. Business

2024-03-29 compared with 2023-03-31 · 265 added, 229 removed, 267 unchanged (65% of the section changed)

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subsidiaries, taken together.

and Development of the Company

are the successor in interest to Belpointe REIT, Inc., a Maryland corporation (“Belpointe REIT”), incorporated on June 19,

During the year ended December 31, 2021, we acquired all of the outstanding shares of common stock of Belpointe REIT in an exchange

offer and related conversion and merger transaction.

September 30, 2021, the U.S.

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

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

333-255424) (the “Primary Registration Statement”), registering a continuous primary offering

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

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

first closing held in connection with our Primary Offering, through December 31, 2022, we issued 2,273,339 Class A units in our Primary

Offering, raising net offering proceeds of $226.0 million.

May 9, 2023, the SEC declared effective our follow-on registration statement on Form S-11, as amended (File No.

333-271262) (the “Follow-on

Registration Statement”), registering the offer and sale of up to an additional $750,000,000 of our Class A units on a continuous

“best efforts” basis by any method deemed to be an “at the market” offering pursuant to Rule 415(a)(4) under

the Securities Act of 1933, as amended (the “Securities Act”), including by offers and sales made directly to investors or

through one or more agents (our “Follow-on Offering” and, together with our Primary Offering, our “Public Offerings”).

connection with the Follow-on Registration Statement, we entered into a non-exclusive dealer manager agreement with Emerson Equity LLC

(the “Dealer Manager”), a registered broker-dealer, for the sale of our Class A units through the Dealer Manager.

Manager will enter into participating dealer agreements and wholesale agreements with other broker-dealers, referred to as “selling

group members,” to authorize those broker-dealers to solicit offers to purchase our Class A units.

We will pay our Dealer Manager

commissions of up to 0.25%, and the selling group members commissions ranging from 0.25% to 4.50%, of the principal amount of Class A

unit sold in the Follow-on Offering.

In addition, our Follow-on Registration Statement constitutes a post-effective amendment to our

Primary Registration Statement, conforming our Primary Offering to our Follow-on Offering.

the year ended December 31, 2023, we issued 98,950 Class A units in connection with our Public Offerings.

Together with the gross

proceeds raised by Belpointe REIT in its prior offerings, as of December 31, 2023, we have raised aggregate gross offering cash

proceeds of $354.3 million.

of our Business and Operations

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LLC (our “Manager”), which is an affiliate of our sponsor, Belpointe, LLC (our “Sponsor”).

September 30, 2021, the U.S.

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

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

333-255424) (the “Registration Statement”), registering a continuous primary offering

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

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

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

Offering, raising net offering proceeds of $212.6 million.

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

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

Together with the gross proceeds raised by Belpointe REIT,

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

of $346.3 million.

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

with Belpointe REIT.

Transactions with Belpointe REIT, Inc.

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

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

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

(the “Transaction Consideration”).

The Offer was completed on September 14, 2021.

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

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

In the Conversion each outstanding share of Common Stock

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

The Conversion was completed on October

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

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

In the Merger, each outstanding Interest was converted into the

right to receive the Transaction Consideration.

The Merger was completed on October 12, 2021.

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

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

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

Upon consummation of the Merger,

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

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

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

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

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preserve, protect and return your capital contribution;

pay attractive and consistent cash distributions;

pay attractive and consistent cash distributions over the long term;

grow net cash from operations so that an increasing amount of cash flow is available for distributions to investors over the long

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

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

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

A portion of the

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

which we repaid in full on April 22, 2022.

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

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

Main Street – Sarasota, Florida (also known as “Aster & Links”) – 1991 Main Street (“1991 Main”

or “Aster & Links”) is a 5.13-acre site which was acquired for an aggregate purchase price of $20.7 million, inclusive

of transaction costs and deferred financing fees.

On August 24, 2023, we acquired an adjacent land parcel that was previously subject

to a ground lease for a purchase price of $4.9 million , inclusive of transaction costs.

Main is being developed as two 10 story buildings with over 900 garage and surface-level parking spaces marketed under the name

“Aster & Links.” Aster & Links will feature 424-apartments, including a mix of one-bedroom, two-bedroom and

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

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

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

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

Each building will include a

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

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

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

the entry lobby.

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

In May 2023, we announced the signing of a definitive lease agreement

with Sprouts Farmers Market (“Sprouts”), one of the fastest growing specialty retailers of fresh, natural and organic

food in the United States.

Sprouts will occupy approximately 23,000 square feet of retail space at Aster & Links.

& Links will include a clubroom, fitness room, center courtyard with heated saltwater pool and roof top amenities including a community

room and a private dining area for private events as well as outdoor grills and seating.

In addition, each building will have its own

leasing office.

& Links is situated in downtown Sarasota, at the intersection of Main Street and Links Avenue, and is located in a high foot

traffic area next to a number of popular retail establishments.

Sarasota’s metro area economy is the largest of the southwest

Florida markets and has had very strong gains in jobs, population, and home values over the past year.

According to Oxford

Economics, the Sarasota economy is expected to remain strong and grow by roughly 2.1% between 2024-2028, a stronger outlook than the

1991 Main Construction Management

the year ended December 31, 2022, our indirect wholly-owned subsidiary entered into a construction management agreement for the development of 1991 Main.

The construction

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maximum price (a “GMP”).

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

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

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

is expected to be completed by the end of 2024.

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

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

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

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

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

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

will be a minimum of $182.4 million, inclusive of the GMP, and are building to an estimated unlevered yield of greater than 6%.

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

Construction on both

buildings is expected to be completed by the end of 2024.

1991 Main Construction Loan

On May 12, 2023, our indirect majority-owned subsidiary (the “Mortgage

Borrower”) entered into a variable-rate construction loan agreement (the “1991 Main Construction Loan Agreement”) for

up to $130.0 million in principal amount (the “1991 Main Construction Loan”) with Bank OZK (the “Mortgage Lender”),

which is secured by 1991 Main and which matures on May 12, 2027, subject to a one-year extension option.

Advances under the 1991 Main

Construction Loan bear interest at a per annum rate equal to the one-month term Secured Overnight Financing Rate (SOFR) plus 3.45%, subject

to a minimum all-in per annum rate of 8.51%, and may be used to fund the development of 1991 Main.

The 1991 Main Construction Loan has

an initial maturity date of May 12, 2027 and contains a one-year extension option, subject to certain restrictions.

As of December 31,

2023, we have drawn down $23.1 million on the 1991 Main Construction Loan.

In connection with the 1991 Main Construction Loan, we provided a carveout

guaranty to the Mortgage Lender (the “Carveout Guaranty”) pursuant to which we guaranteed the Mortgage Borrower’s obligations

to the Mortgage Lender with respect to certain non-recourse carveout events, such as “bad acts,” environmental conditions,

and violations of certain provisions of the loan documents.

The Carveout Guaranty also contains financial covenants requiring that we

maintain liquid assets of no less than $20.0 million and a net worth of no less than $130.0 million.

Together with the Mortgage Borrower

we also provided a customary environmental indemnity agreement to the Mortgage Lender pursuant to which we agreed to protect, defend,

indemnify, release and hold harmless the Lender from and against certain environmental liabilities related to 1991 Main.

Main Interest Rate Cap

As required under the terms of the 1991 Main Construction Loan Agreement, the Mortgage Borrower also entered

into an interest rate cap agreement, effective July 10, 2023 (“1991 Main Interest Rate Cap”), which, as of December 31, 2023,

had a notional amount of approximately $72.2 million a one-month SOFR rate based strike price of 5.07%, and which is due to mature on

July 10, 2024.

The notional amount of the 1991 Main Interest Rate Cap increases in accordance with the schedule set forth in the interest

rate cap agreement up to a maximum notional amount of $112.5 million.

1991 Main Mezzanine Loan

On January 31, 2024, our indirect majority-owned subsidiary (the “Mezzanine

Borrower”) entered into a mezzanine loan agreement, for up to $56.4 million in principal amount (the “1991 Main Mezzanine

Loan”) with Southern Realty Trust Holdings, LLC (the “Mezzanine Lender”).

The 1991 Main Mezzanine Loan bears interest

at a rate of 13.0% per annum and is secured by our investment in 1991 Main.

Advances under the 1991 Main Mezzanine Loan may be used to

reimburse us for certain costs and expenses incurred in relation to, and to fund the continued development of, 1991 Main.

The 1991 Main

Mezzanine Loan has an initial maturity date of May 12, 2027 and contains a one-year extension option, subject to certain restrictions.

In connection with the 1991

Main Mezzanine Loan, we are required to maintain an interest reserve and carry reserve for purposes of paying accrued but unpaid interest

on the 1991 Main Mezzanine Loan and interest, principal and other obligations under the 1991 Main Construction Loan (the “Reserves”).

We also provided the Mezzanine Lender with (i) a completion guaranty, which, among other things, guarantees completion of the work on

1991 Main, and (ii) a carveout guaranty, which, among other things, indemnifies the Mezzanine Lender for losses resulting from certain

“bad acts,” insolvency, environmental conditions, violations of the terms of the 1991 Main Mezzanine Loan and certain provisions

of the 1991 Main Construction Loan Agreement (collectively, the “Mezzanine Guarantees”).

Similar to the Carveout Guaranty

we provided to the Mortgage Lender, the Mezzanine Guarantees contain financial covenants requiring that we maintain liquid assets of

no less than $20.0 million and a net worth of no less than $130.0 million.

Cash proceeds from the 1991 Main Mezzanine Loan totaled $39.8

million, after the Reserves of $15.0 million were held back at closing, and incurring closing costs of $1.6 million.

1900 Fruitville Road – Sarasota

Florida – 1900 Fruitville Road is a 1.2-acre site, consisting of a retail building and parking lot, which we acquired for an

aggregate purchase price of $4.7 million, inclusive of transaction costs.

In February 2024 we commenced demolition of the building with

the intention to use the property as additional parking for Sprouts, our grocery store tenant at Aster & Links.

First Avenue North and 900 First Avenue North – St.

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

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

Petersburg, Florida (also known as “Viv”) – We have

consolidated several parcels, comprising 1.6-acres of land (previously referred to as 902-1020 First Avenue North, St.Petersburg,

Florida), which we acquired for an aggregate purchase price of $12.1 million, inclusive of transaction costs, into 1000 First Avenue North, St.

Petersburg, Florida (“1000 First” or “Viv”).

900 First Avenue North (“900

First”) is a parcel of land with a two-tenant retail building which we acquired for an aggregate purchase price of $2.5 million,

inclusive of transaction costs.

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

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

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

We currently anticipate that 902-1020 First will consist of

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

We currently anticipate amenities

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

902-1020 First is

located in the downtown district of St.

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

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

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

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

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

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

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

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

rate of approximately 1.57% since 2020.

900 First will remain a two-tenant retail building, and we have taken the additional development rights

and added them to 1000 First.

1000 First is being developed into a 15-story high-rise building marketed

under the name “Viv.” Viv will be comprised of two 11-story residential towers above a 4-story parking garage, featuring approximately

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

space located on the first level.

Amenities at Viv will include a clubroom, fitness center, courtyard with a swimming pool, shared working

space and a leasing office.

is located in the downtown district of St.

Petersburg, one mile west of Tampa Bay and the downtown waterfront district and only one block

away from Tropicana Field, home to the Tampa Bay Rays professional baseball team, and features direct access to downtown amenities such

as public parking, restaurants, museums and cultural sites.

In September of 2023, the Tampa Bay Rays, City of St.

Petersburg and Pinellas

County announced a joint plan to build a brand new approximately 30,000 seat ballpark on the 86-acre site where the team’s current

stadium sits.

The project will include nearly 8 million square feet of mixed-use development and result in over $6.5 billion in investment

in the Gas Plant District over the next 20 years.

Petersburg placed 44 th on Niche’s 2023 Best Cities

to Live in America list, earning an Overall Niche Grade of “A”.

Petersburg is the 5th largest city in Florida and the

85th largest city in the United States and has an average annual population growth rate of approximately 0.82% since 2020.

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

Petersburg-Clearwater

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

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

Petersburg-Clearwater metropolitan statistical area (“MSA”)

and has experienced increased demand in recent years because of proximity to the water, sporting events, shopping, bars and restaurants

in the neighborhood.

The Tampa-St.

Petersburg-Clearwater MSA is home to more than 20

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

Petersburg-Clearwater MSA is home to more than 20 corporate headquarters, seven of which are Fortune

1000 companies.

Petersburg area also includes a branch of St.

College and the University of South Florida St.

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

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

Petersburg College and the University of South Florida St.

and is home to two professional sports teams, the Tampa Bay Rays (Major League Baseball) and the Tampa Bay Rowdies (United Soccer League

Championship).

First Construction Management Agreement

In April 2023, our indirect

majority-owned subsidiary entered into a construction management agreement in connection with the development of 1000 First.

The construction

management agreement contains terms and conditions that are customary for a project of this type and will be subject to a GMP of $69.0

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

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

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

passenger elevator and the reinstallation of windows into the façade.

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

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We currently anticipate

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

holding 1702 Ringling for future multifamily development .

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

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

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

1701-1710 Ringling

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

and retail establishments.

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

is located in a high foot traffic area close to a number of popular restaurants and retail establishments.

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

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

hiking and biking trails surrounding wetlands.

We acquired a majority ownership interest in CMC Storrs SPV,

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

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

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

outside AstroTurf meadow.

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

some of which includes walking trails.

We acquired a majority ownership interest in CMC Storrs SPV, LLC (“CMC”), the holding

company for 497-501 Middle, for an initial capital contribution of $3.8 million.

currently anticipate 497-501 Middle will be developed into an approximately 261-apartment home community and an adjacent

single-family home, with amenities that will include a leasing office, clubroom with a chef’s kitchen, fitness center, game

room, study/lounge area, meeting rooms, and an outside AstroTurf meadow.

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

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

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

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

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

497-501 Middle and Cedar Swamp Road are located less than a mile from

the main college campus at the University of Connecticut (“UConn”) in Storrs, Connecticut (“Storrs”), approximately

30 minutes from Hartford, Connecticut, and 90 minutes from Boston, Massachusetts.

UConn ranked 26th among “top public universities”

nationally in the 2024 U.S.

New & World Report (“U.S.

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

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

According to U.S.

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

ratios of major universities in the U.S.

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

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

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

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

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

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

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

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

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

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

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

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

Internal Revenue

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

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

prospects and one of the fastest-growing metro areas.

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

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

Barrel, Louisiana-Pacific and Genesco.

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

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

Nashville is the largest

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

While COVID-19 disrupted

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

of the local economy.

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

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

downtown Nashville.

1700 Main Street – Sarasota, Florida

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

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

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

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

We anticipate that 1700

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

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

We have placed the development

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

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

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

News & World Report ranked Sarasota

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

one best place to retire.

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

PGT Innovations, Tervis, Sun Hydraulics and Voalte.

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

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

and New College of Florida.

News”) collegiate rankings, and, based on a fact sheet published

by UConn, over 18,900 undergraduate students enrolled in college at the Storrs campus in 2022, with more than a third of those students

living off campus.

8th Avenue South – Nashville, Tennessee – 900 8th Avenue South (“900 8th Avenue South”) is a 3.2-acre

land assemblage, which we acquired for an aggregate purchase price of $19.7 million, inclusive of transaction costs.

8th Avenue South is located in central Nashville at the north end of the 8th Avenue South District, within walking distance of a number

of popular retail, dining and nightlife establishments in downtown Nashville.

The parcels have received approval for a mixed-use development including residential, retail and office with a maximum

of 300 residential multi-family units and a maximum of seven stories.

Main Street – Sarasota, Florida – 1700 Main Street (“1700 Main”) is a 1.3-acre site, consisting of a former

gas station, a three-story office building with parking lot and a two-story retail building, which we acquired for an aggregate purchase

price of $6.9 million, inclusive of transaction costs.

We currently anticipate that 1700 Main will be redeveloped into an expected 226-apartment

home community consisting of one-bedroom, two-bedroom and three-bedroom units, with approximately 6,400 square feet of retail space located

on the first two levels.

We anticipate that 1700 Main will consist of a 10-story podium style building with a 3-story, 330-space garage

and 7 stories of apartments above, including a clubroom, fitness center, and courtyard with a swimming pool as well as a leasing office.

News & World Report ranked Sarasota as the 5th best place to live in the United States for 2023-2024, number two among the fastest

growing places in the U.S., and the number 11th best place to retire.

Sarasota is headquarters to a diverse group of large companies,

such as Boar’s Head Provisions, CAE Healthcare, PGT Innovations, Tervis, Sun Hydraulics and Voalte.

The Sarasota area also has

a large number of universities including the University of Southern Florida, Florida State University’s College of Medicine campus,

Ringling College, State College of Florida, Keiser College and New College of Florida.

According to the U.S.

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

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

of 8,700 units by the completion of construction.

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

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

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

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

restaurants and retail establishments.

Nashville No.

2 – Nashville, Tennessee

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

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

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

We currently anticipate that Nashville No.

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

Department of Housing and

Urban Development (HUD), the housing demand for the Northport-Sarasota-Bradenton MSA is forecasted to be 11,950 new units through August

2023, but only 3,250 housing units are expected to be delivered in that timeframe causing a short fall of 8,700 units by the completion

of construction.

Main is located in downtown Sarasota along Main Street and is located in a high foot traffic area next to a number

of popular restaurants and retail establishments.

Davidson Street – Nashville, Tennessee – Our second investment in Nashville, Tennessee 690/1106 Davidson Street

(“690/1106 Davidson Street”) is an approximately 8.0-acre site, consisting of two industrial buildings and associated

parking, which we acquired for an aggregate purchase price of $21.0 million, inclusive of transaction costs.

We currently anticipate

that 690/1106 Davidson Street will be redeveloped into mixed-use residential community consisting of studio, one-bedroom,

two-bedroom and three-bedroom apartments.

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

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

Nashville No.

3 – Nashville, Tennessee

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

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

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

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

In September 2023, the parcels were

successfully rezoned to accommodate medium to high density multi-family residential and a mix of other commercial uses including

hotel, office, retail and restaurant.

Davidson Street – Nashville, Tennessee – Our third investment in Nashville, Tennessee 1130 Davidson Street

(“1130 Davidson Street”), is an approximately 1.7-acre site consisting of a single-story, 10,000 square foot retail

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

The building is leased back to the seller through November 2024, with the ability to continue month to month thereafter.

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

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

is leased back to the seller through June 2024.

We currently anticipate that Nashville No.

4 will be redeveloped into a mixed-use residential

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

September 2023, the parcel was successfully rezoned to accommodate medium to high density multi-family residential and a mix of

other commercial uses including hotel, office, retail and restaurant.

Davidson Street – Nashville, Tennessee – Our fourth investment in Nashville, Tennessee, 1400 Davidson Street

(“1400 Davidson Street”) is an approximately 5.9-acre site consisting of an industrial building, which we acquired for

an aggregate purchase price of $16.4 million, inclusive of transaction costs.

The building is leased back to the seller through June

We currently anticipate that 1400 Davidson Street will be redeveloped into a mixed-use residential community consisting of

studio, one-bedroom, two-bedroom and three-bedroom apartments.

In September 2023, the parcel was successfully rezoned to accommodate

medium to high density multi-family residential and a mix of other commercial uses including hotel, office, retail and

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

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Road for future multifamily development.

1750 Storrs Road - Storrs, Connecticut

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

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

We currently anticipate that 1750 Storrs

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

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

901-909 Central Avenue North –

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

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

Petersburg, Florida, which we acquired for an aggregate purchase

price of $2.6 million, inclusive of transaction costs.

Storrs Road – Storrs, Connecticut – 1750 Storrs Road (“1750 Storrs”) is an approximately 19.0-acre development

site near UConn, which we acquired for an aggregate purchase price of $5.5 million, inclusive of transaction costs.

currently anticipate that 1750 Storrs will be developed into a multifamily mixed-use development, featuring one-bedroom, two-bedroom

and three-bedroom apartments.

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

Central Avenue North – St.

Petersburg, Florida – 901-909 Central Avenue North (“901-909 Central Avenue”) is a 0.13-acre

site consisting of a single-story 5,328 gross square foot retail/office building comprised of 4 units located in St.

Petersburg, Florida,

which we acquired for an aggregate purchase price of $2.6 million, inclusive of transaction costs.

Venture and Other Co-Ownership Arrangements

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We also believe that our Sponsor’s

ability to obtain both competitive financings and its relationships with top tier financial institutions will allow our Manager to access

ability to obtain both competitive financing and its relationships with top tier financial institutions will allow our Manager to access

and successfully employ competitively priced borrowing.

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acquisition opportunities or other factors.

There is no limit on the amount we may borrow with respect to any individual property or

For an overview of our borrowings, see Item 7.

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of the Company

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

federal income tax purposes.

If our Manager

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

federal income tax purposes, our Manager

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

federal (and applicable

state) income tax purposes.

have been treated as a partnership for U.S.

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

We currently intend

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

If our Manager determines that

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

federal income tax purposes, our Manager may elect to treat

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

federal (and applicable state) income tax

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

federal (and applicable state) income tax purposes, we

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

federal (and applicable state) income tax purposes, we may also elect to

qualify and be taxed as a REIT.

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

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

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

An entity that would otherwise be classified as a partnership

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

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

Our Class A units are listed on the NYSE

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

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

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

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

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

of income that otherwise constitutes qualifying income.

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

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

1940, as amended.

7704 the Code.

An entity that would otherwise be classified as a partnership is a publicly traded partnership within the meaning of Section

7704 of the Code if its interests are (i) traded on an established securities market, or (ii) readily tradable on a secondary market

or the substantial equivalent thereof.

Our Class A units are listed on the NYSE American under the symbol “OZ.” There is,

however, an exception to taxation as a corporation which is available if at least 90% of a partnership’s gross income for every

taxable year consists of “qualifying income”and the partnership is not required to register under the Investment Company

Act of 1940, as amended (the “Qualifying Income Exception”).

Qualifying income includes certain interest income (other than

from a financial business), dividends, real property rents, gains from the sale or other disposition of real property and any gain from

the sale or disposition of a capital asset or other property held for the production of income that otherwise constitutes qualifying

We intend to manage our affairs so that we will meet the Qualifying Income Exception in each taxable year and so that neither

we nor any of our subsidiaries are required to register under the Investment Company Act of 1940, as amended.

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

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are externally managed and currently have no employees or intention of having any employees.

We rely on our Manager to manage our day-to-day

operations, implement our investment objectives and investment strategy and perform certain services for us pursuant to the Management

These services are provided by individuals who are employees of our Sponsor or one or more of its affiliates.

We rely on our Manager to manage our

day-to-day operations, implement our investment objectives and investment strategy and perform certain services for us pursuant to

the Management Agreement.

These services are provided by individuals who are employees of our Sponsor or one or more of its

Our executive officers also serve as officers of our Sponsor and certain of its affiliates.

our Manager and our Sponsor are a party to an employee and cost sharing agreement (the “Employee and Cost Sharing Agreement”)

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

What changed 10-K

Item 1. Business