What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2024-03-29 compared with 2023-03-31 · 66 added, 43 removed, 53 unchanged (67% of the section changed)

2 unchanged sentences

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

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

and Class M unit, respectively.

of March 22, 2024, there were 46 holders of record of our Class A units, and one holder of record of each of our Class B units and Class

M unit, respectively.

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

11 unchanged sentences

of Proceeds from Registered Sales of Securities

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 registration statement

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

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

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

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

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

We plan to calculate our net asset

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

The per Class A unit purchase price will be adjusted within

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

If our NAV increases above or decreases

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

following its public announcement.

The adjusted offering price will be equal to our adjusted NAV as of the Determination Date (rounded

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

From the period of October 7, 2021, the date of the first closing held

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

net offering proceeds of $212.6 million.

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

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

Together with the gross proceeds raised in Belpointe

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

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

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

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.

purchase price for Class A units in our Public Offerings is the lesser of (i) the current NAV of our Class A units, and (ii) the average

of the high and low sale prices of our Class A units on the NYSE American during regular trading hours on the last trading day immediately

preceding the investment date on which the NYSE American was open for trading and trading in our Class A units occurred.

calculates our NAV within approximately 60 days of the last day of each quarter (the “Determination Date”).

Any adjustment

to our NAV will take effect as of the first business day following the public announcement of our NAV.

Our adjusted NAV will be equal

to our adjusted NAV as of the Determination Date (rounded to the nearest dollar) divided by the number of Class A units outstanding on

the Determination Date.

As of December 31, 2023, our NAV per Class A units was $100.88.

file a prospectus supplement with the SEC disclosing quarterly determinations of our NAV per Class A unit.

Additionally, if a material

event occurs in between quarterly updates of NAV that would cause our NAV to change by 10% or more from the most recently disclosed NAV,

we will disclose the updated price and the reason for the change in prospectus supplement as promptly as reasonably practicable.

the period of October 7, 2021, the date 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.

For the year ended

December 31, 2023, we issued 98,950 Class A units in connection with our Public Offerings, raising net offering proceeds of $7.5

Together with the gross proceeds raised in Belpointe REIT, Inc.’s prior offerings, as of December 31, 2023, we have

raised aggregate gross offering cash proceeds of $354.3 million.

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

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

15 unchanged sentences

Working capital (3) (4)

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

our Chief Executive Officer.

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

regarding our transactions with Norpointe.

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

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

expenditures (pursuant primarily to our development management agreements).

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

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

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

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

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

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

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

direct payment of $30.0 million to Norpointe, an affiliate of our Chief Executive Officer.

See “ Part III,

Item 13—Certain Relationships and Related Transactions, and Director Independence—Our Affiliate Transactions—Our

Transaction with Norpointe, LLC” for additional details regarding our transactions with Norpointe .

direct or indirect payments of $10.0 million to directors, officers and affiliates as of December 31, 2023 predominantly for

insurance premiums and employee reimbursement expenditures (pursuant primarily to our development management agreements).

“ Part III, Item 13—Certain Relationships and Related Transactions, and Director Independence—Our

Affiliate Transactions ” for additional information regarding fees incurred on our behalf by, and expenses reimbursable to,

our Manager and its affiliates.

direct or indirect payments of $9.0 million to directors, officers and affiliates as of December 31, 2023 for management fees,

insurance premiums and employee cost sharing expenses (pursuant to our Management Agreement and Employee and Cost Sharing

See “ Part III, Item 13—Certain Relationships and Related Transactions, and Director

Independence—Our Affiliate Transactions ” for additional information regarding fees incurred on our behalf by, and

expenses reimbursable to, our Manager and its affiliates.

direct or indirect payments of $2.8 million to others, including payments for legal, accounting, marketing, transfer agent and filing

6 unchanged sentences

The offer and sale was exempt from the registration requirements of the Securities

Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) thereof, as a transaction by an issuer not

involving any public offering.

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

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

any public offering.

Act, in reliance on Section 4(a)(2) thereof, as a transaction by an issuer not involving any public offering.

Effective October 30, 2020,

our Sponsor sold one common unit to Belpointe Capital Management, LLC, an affiliate of our Sponsor, for an aggregate purchase price of

$100.00, in reliance upon the exemption from registration set forth in Section 4(a)(1) of the Securities Act, as a transaction by a person

other than an issuer, underwriter or dealer not involving any public offering.

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

9 unchanged sentences

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

What changed 10-K

Item 5. Market for Registrant’s Common Equity