What changed in this filing

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Item 1A. Risk Factors

2026-03-20 compared with 2025-03-31 · 397 added, 351 removed, 1138 unchanged (40% of the section changed)

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factors increase the risk that your investment may not generate returns comparable to other investment alternatives.

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

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

be sustained.

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within a period of 180 days generally beginning on the date of the sale or exchange (the “Deferred Capital Gains”).

Deferred Capital Gains are recognized on the earlier of December 31, 2026, or the date on which an inclusion event occurs, such as

the date on which an investor sells their Class A units.

Eligible investors may also elect to increase the tax basis of Class A

units held by them to their fair market value on the date of sale or exchange if they hold our Class A units for a period of ten

years or more, up to December 31, 2047.

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

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

our Class A units.

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

time you desire to sell them, at a price at or above the price you paid for them, or without experiencing volatility in the price of

our Class A units.

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

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

Class A units as consideration.

we are unable to raise sufficient proceeds in our ongoing Public Offerings, and any other offerings that we may conduct, we may not be

180-day period generally begins on the day on which the gains would be recognized for U.S.

federal income tax purposes had they not

been reinvested into a QOF.

Under OZ 1.0 Deferred Capital Gains are recognized on the earlier of (i) December 31, 2026, or (ii) the

date on which an inclusion event occurs.

Under OZ 2.0 Deferred Capital Gains are recognized on the earlier of the date (i) which is

five years after their reinvestment into a QOF, or (ii) on which an inclusion event occurs.

Under OZ 1.0 an eligible investor may

elect to increase the tax basis with respect to its QOF investment interest to the fair market value of the investment interest on

the date on which it is sold or exchanged, and similarly may elect to exclude from income gains from sales of non-inventory assets

by the QOF, if the investor holds the QOF investment interest for a period of ten years or more prior to the date of sale or exchange, up to December 31, 2047.

Provided these requirements are met, for U.S.

federal income tax purposes an eligible investor will not be required

to pay federal income tax on a sale of its QOF investment interest.

benefit will not be available with respect to sales or exchanges after December 31, 2047.

Consequently, fewer Class A units may be

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

If an active market for

our Class A units is not sustained, you may be unable to sell your Class A units at the time you desire to sell them, at a price at

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

An inactive market may

also impair our ability to raise capital by selling Class A units and may impair our ability to make opportunistic acquisitions of

other qualified opportunity funds and qualified opportunity zone businesses using our Class A units as consideration.

we are unable to raise sufficient proceeds in our ongoing Follow-on Offering, and any other offerings that we may conduct, we may not be

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

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If we fail to raise sufficient

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

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

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

At the same time, the more money we raise in our Public Offerings,

At the same time, the more money we raise in our Follow-on Offering,

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

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

Each quarter, we calculate our net asset value (“NAV”) and NAV per Class

A unit as of the last day of the quarter (the “Determination Date”).

Our NAV per Class A unit is equal to our NAV as of the

Determination Date, divided by the number of Class A units outstanding on the Determination Date.

our determination of NAV and NAV per Class A unit within approximately 60 days of the Determination Date.

Any adjustments to our NAV and

the per Class A unit purchase price take effect as of the first business day following its public announcement.

quarter, we calculate our net asset value (“NAV”) and NAV per Class A unit as of the last day of the quarter (the “Determination

Our NAV per Class A unit is equal to our NAV as of the Determination Date, divided by the number of Class A units outstanding

on the Determination Date.

We disclose our determination of NAV and NAV per Class A unit within approximately 60 days of the Determination

Any adjustments to our NAV and the per Class A unit purchase price take effect as of the first business day following its public

announcement.

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

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

(i) estimated values of each of our

assets and investments, including related liabilities (but may, in our discretion, exclude deal-level carried interest allocations),

(i) estimated values of each of our assets

and investments, including related liabilities (but may, in our discretion, exclude deal-level carried interest allocations), based on:

(a) market capitalization rates, comparable transaction information, interest rates, adjusted net operating income;

respect to debt, default rates, discount rates and loss severity rates;

or value add plans, progress along such development or value add plans;

and (d) in certain instances, reports of the underlying assets

and investments by an independent valuation expert;

(b) with respect

to debt, default rates, discount rates and loss severity rates;

add plans, progress along such development or value add plans;

and (d) in certain instances, reports of the underlying assets and investments

by an independent valuation expert;

(ii) the price of liquid assets for which third party market quotes are available;

(iii) accruals of our periodic distributions;

and (iv) estimated accruals of our operating revenues and expenses (excluding property

management oversight fees).

(iii) accruals

of our periodic distributions;

and (iv) estimated accruals of our operating revenues and expenses (excluding property management oversight

may engage a third party to prepare or assist with preparing the NAV of our Class A units.

In addition, where we determine that an

independent appraisal is necessary, including, without limitation, where our Manager is unsure of its ability to accurately

determine the estimated values of our assets and investments, or where third party market values for comparable assets and

investments are either nonexistent or extremely inconsistent, we will engage an appraiser that has expertise in appraising the types

of assets and investments that we hold to act as our independent valuation expert.

The independent valuation expert is not be

responsible for, and will not prepare or assist with preparing our NAV per Class A unit.

In addition, where we determine that an independent

appraisal is necessary, including, without limitation, where our Manager is unsure of its ability to accurately determine the estimated

values of our assets and investments, or where third party market values for comparable assets and investments are either nonexistent

or extremely inconsistent, we will engage an appraiser that has expertise in appraising the types of assets and investments that we hold

to act as our independent valuation expert.

The independent valuation expert is not be responsible for, and will not prepare or assist

with preparing our NAV per Class A unit.

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

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

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

The use of different judgments or assumptions would likely

result in different estimates of the value of our assets and investments and, consequently, our NAV.

Moreover, although we calculate

and provide our NAV on a quarterly basis, our NAV may fluctuate daily, accordingly the NAV in effect for any given fiscal quarter may

not accurately reflect the amount that might otherwise be paid for your Class A units in a market transaction.

Further, for any given

fiscal quarter, our published NAV may not fully reflect certain material events to the extent that they are unknown or their financial

impact on our assets or investments is not immediately quantifiable.

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

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

The use of different judgments or assumptions would likely result

in different estimates of the value of our assets and investments and, consequently, our NAV.

Moreover, although we calculate and provide

our NAV on a quarterly basis, our NAV may fluctuate daily, accordingly the NAV in effect for any given fiscal quarter may not accurately

reflect the amount that might otherwise be paid for your Class A units in a market transaction.

Further, for any given fiscal quarter,

our published NAV may not fully reflect certain material events to the extent that they are unknown or their financial impact on our

assets or investments is not immediately quantifiable.

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

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

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

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

GAAP, and our NAV may not be indicative of the price that we would receive for our assets at current market conditions.

addition, we do not represent, warrant or guarantee that:

(i) you will be able to realize the NAV per Class A unit for your Class A units

if you attempt to sell them;

(ii) you will ultimately realize distributions per Class A unit equal to the NAV per Class A units you own

upon liquidation of our assets and investments and settlement of our liabilities or a sale of our company;

(iii) our Class A units will

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

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

transaction to purchase all or substantially all of our Class A units.

Furthermore, any distributions that we make will directly impact

our NAV, by reducing the amount of our assets.

we do not represent, warrant or guarantee that:

(i) you will be able to realize the NAV per Class A unit for your Class A units if you

attempt to sell them;

(ii) you will ultimately realize distributions per Class A unit equal to the NAV per Class A units you own upon

liquidation of our assets and investments and settlement of our liabilities or a sale of our company;

(iii) our Class A units will trade

at their NAV per Class A unit on the NYSE;

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

to purchase all or substantially all of our Class A units.

Furthermore, any distributions that we make will directly impact our NAV,

by reducing the amount of our assets.

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

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

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

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

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

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

Management Agreement.

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

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

assets, including commercial real estate loans and mortgages, 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, subject to the limitations in our Operating Agreement.

Our Manager also provides portfolio management, marketing,

investor relations, financial, accounting, and other administrative services on our behalf with the goal of maximizing our operating

cash flow and preserving our invested capital.

As such, our ability to achieve our investment objectives and to pay distributions to

the holders of our Class A units is dependent in part on our Sponsor’s financial condition and our Sponsor’s and our relationship

with our Manager.

Any adverse changes in our Sponsor’s financial condition or our Sponsor’s or our relationship with our

Manager could hinder our ability to successfully manage our operations and our portfolio of assets and investments.

In addition, our

Manager and our Sponsor only have limited assets and our recourse against our Manager or our Sponsor if our Manager does not fulfill

its obligations under the Management Agreement, is limited to termination of the Management Agreement.

our Sponsor fails to retain its key personnel, we may not be able to achieve our anticipated level of growth and our business could suffer.

future depends, in part, on our Sponsor’s ability to attract and retain key personnel.

Our future also depends on the continued

contributions of the executive officers and other key personnel of our Sponsor acting through our Manager, each of whom would be difficult

In particular, each of Brandon Lacoff and Martin Lacoff is critical to the management of our business and operations and

the development of our strategic direction.

The loss of the services of Brandon Lacoff, Martin Lacoff or other executive officers or

key personnel of our Sponsor and the process to replace any of our Sponsor’s key personnel would involve substantial time and expense

and may significantly delay or prevent the achievement of our business objectives.

our Operating Companies, our Manager our Sponsor and certain of our Sponsor’s subsidiaries, associates and affiliates (collectively, the “Sponsor Group”) have also entered into an Amended and Restated Services and Cost Sharing Agreement

pursuant to which our Manager is provided with access to, among other things, the Sponsor Group and its affiliates’

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

professionals and services addressing legal, compliance, investor relations and information technologies necessary for the

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

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

origination, selection, evaluation, structuring, acquisition, financing and development of our commercial real estate properties,

real estate-related assets, including commercial real estate loans and mortgages, 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, subject to the limitations in our Operating Agreement.

Manager also provides portfolio management, marketing, investor relations, financial, accounting, and other administrative services

on our behalf with the goal of maximizing our operating cash flow and preserving our invested capital.

As such, our ability to

achieve our investment objectives and to pay distributions to the holders of our Class A units is dependent in part on the Sponsor

Groups’ financial condition and the Sponsor Groups’ and our relationship with our Manager.

Any adverse changes in the

Sponsor Groups’ financial condition or the Sponsor Groups’ or our relationship with our Manager could hinder our ability

to successfully manage our operations and our portfolio of assets and investments.

In addition, our Manager and the Sponsor Group

only have limited assets and our recourse against our Manager or the Sponsor Group if our Manager does not fulfill its obligations

under the Management Agreement, is limited to termination of the Management Agreement.

the Sponsor Group fails to retain its key personnel, we may not be able to achieve our anticipated level of growth and our business

could suffer.

future depends, in part, on the Sponsor Groups’ ability to attract and retain key personnel.

Our future also depends on the

continued contributions of the executive officers and other key personnel of the Sponsor Group acting through our Manager, each of

whom would be difficult to replace.

In particular, each of Brandon Lacoff and Martin Lacoff is critical to the management of our

business and operations and the development of our strategic direction.

The loss of the services of Brandon Lacoff, Martin Lacoff or

other executive officers or key personnel of the Sponsor Group and the process to replace any of the Sponsor Groups’ key

personnel would involve substantial time and expense and may significantly delay or prevent the achievement of our business

Management Agreement with our Manager was not negotiated with an unaffiliated third party on an arm’s length basis and may not

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to us as if it had been negotiated with an unaffiliated third party.

Our Manager’s entitlement to a management fee, which is not based upon performance metrics or goals, might

reduce its incentive to devote its time and effort to seeking investments that provide attractive risk-adjusted returns for our portfolio.

This in turn could hurt both our ability to pay distributions to holders of our Class A units and the market price of our Class A units.

Our Manager’s entitlement to a management fee, which is not

based upon performance metrics or goals, might reduce its incentive to devote its time and effort to seeking investments that provide

attractive risk-adjusted returns for our portfolio.

This in turn could hurt both our ability to pay distributions to holders of our Class

A units and the market price of our Class A units.

do not have an exclusive management arrangement with our Manager.

Accordingly, our Manager and its affiliates, including our Sponsor,

can and will engage in other activities, including, without limitation, managing other investment programs sponsored or organized by

our Sponsor and its affiliates.

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

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

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

Accordingly, our Manager and its affiliates, including members of

the Sponsor Group, can and will engage in other activities, including, without limitation, managing other investment programs

sponsored or organized by the Sponsor Group and its affiliates.

Further, nothing in our Management Agreement limits or restricts the

right of any manager, director, officer, employee or equity holder of our Manager, or any of its affiliates, including members of

the Sponsor Group, to engage in any other business or to render services of any kind to any other person or entity.

the Management Agreement for unsatisfactory performance by our Manager or electing not to renew the Management Agreement may be difficult,

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the Management Agreement for unsatisfactory performance by our Manager is difficult and potentially costly.

The initial term of the Management

Agreement commenced on October 28, 2020 and will continue through December 31, 2025.

The initial term of our Management

Agreement continued through December 31, 2025 and, following an evaluation of the Manager’s performance by the Board, was thereafter renewed for a subsequent

three-year term.

We may only terminate the Management Agreement (i)

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interest in us will be diluted if we issue additional units.

our Operating Agreement, we have authority to issue an unlimited number of additional units and options, rights, warrants and appreciation

rights relating to such units.

In particular, our Board is authorized to provide for the issuance of an unlimited amount of one or more

classes or series of units and to fix the number of units, the relative powers, preferences and rights, and the qualifications, limitations

or restrictions applicable to each class or series thereof by resolution authorizing the issuance of such class or series, without member

We may elect to issue and sell additional units in future private or public offerings or issue units to our Manager or its

affiliates, including our Sponsor, in payment of outstanding fees and expenses.

We also intend to seek opportunistic acquisitions of

other qualified opportunity funds and qualified opportunity zone businesses using our equity as transaction consideration.

our Class A units will not have preemptive rights to any units we issue in the future.

To the extent we issue additional equity interests

your percentage ownership interest in us would be diluted.

our Operating Agreement, we have authority to issue an unlimited number of additional units and options, rights, warrants and

appreciation rights relating to such units.

In particular, our Board is authorized to provide for the issuance of an unlimited

amount of one or more classes or series of units and to fix the number of units, the relative powers, preferences and rights, and

the qualifications, limitations or restrictions applicable to each class or series thereof by resolution authorizing the issuance of

such class or series, without member approval.

We may elect to issue and sell additional units in future private or public offerings

or issue units to our Manager or its affiliates, including members of the Sponsor Group, in payment of outstanding fees and expenses.

also intend to seek opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses using

our equity as transaction consideration.

Holders of our Class A units will not have preemptive rights to any units we issue in the

To the extent we issue additional equity interests your percentage ownership interest in us would be diluted.

investment guidelines delegate broad discretion to our Manager and our Board does not approve each investment and financing decision

made by our Manager.

investment guidelines delegate to our Manager discretion and authority to execute acquisitions and dispositions of investments

(including the reinvestment of capital basis and gains) in commercial real estate properties, real estate-related assets, including

commercial real estate loans and mortgages, 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, provided such investments are consistent with our investment objectives and strategy and our investment

Our Manager’s investment committee will periodically review our portfolio of assets and investments, our

investment objectives and strategy and our investment guidelines to determine whether they remain in the best interests of our

members and may recommend changes to our Board as it deems appropriate.

Our Board does not, and is not be required to, review all of

our proposed investments.

Our Manager may use complex strategies or enter into costly transactions that are difficult or impossible

to unwind by the time they are reviewed by our Board, which could result in investment returns that are below expectations or that

result in losses, and which would materially and adversely affect our business operations and results.

investment guidelines delegate to our Manager discretion and authority to execute acquisitions and dispositions of investments (including

the reinvestment of capital basis and gains) in commercial real estate properties, real estate-related assets, including commercial real

estate loans and mortgages, 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, provided

such investments are consistent with our investment objectives and strategy and our investment guidelines.

Our Manager’s investment

committee will periodically review our portfolio of assets and investments, our investment objectives and strategy and our investment

guidelines to determine whether they remain in the best interests of our members and may recommend changes to our Board as it deems appropriate.

Our Board does not, and is not required to, review all of our proposed investments.

Our Manager may use complex strategies or enter

into costly transactions that are difficult or impossible to unwind by the time they are reviewed by our Board, which could result in

investment returns that are below expectations or that result in losses, and which would materially and adversely affect our business

operations and results.

may change our investment strategy and guidelines without member consent.

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Manager will hold our Class M unit for so long as it remains our manager.

Accordingly, our Manager is able to determine the outcome

of all matters on which our Class M unit has a vote.

Such matters include certain mergers and acquisitions, certain amendments

to our Operating Agreement and the election of one Class III director (the “Class M Director”).

The Class M unit does not

represent an economic interest in the Company.

Accordingly, our Manager is able to determine the outcome of

all matters on which our Class M unit has a vote.

Such matters include certain mergers and acquisitions, certain amendments to our Operating

Agreement and the election of one Class III director (the “Class M Director”).

The Class M unit does not represent an economic

interest in the Company.

we internalize our management functions, your interest in us could be diluted, and we could incur other significant costs associated

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we will not be required to:

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

of 2002 (the “Sarbanes-Oxley Act”);

certain executive compensation matters to member advisory votes pursuant to the “say on frequency” and “say on

pay” provisions (requiring a non-binding member vote to approve compensation of certain executive officers) and the “say

on golden parachute” provisions (requiring a non-binding member vote to approve golden parachute arrangements for certain executive

officers in connection with mergers and certain other business combinations) of the Dodd-Frank Wall Street Reform and Consumer Protection

certain executive compensation related items, such as the correlation between executive compensation and performance and comparisons

of the chief executive officer’s compensation to median employee compensation.

an auditor attestation report on our internal control over financial reporting pursuant to

Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);

certain executive compensation matters to member advisory votes pursuant to the “say

on frequency” and “say on pay” provisions (requiring a non-binding member

vote to approve compensation of certain executive officers) and the “say on golden

parachute” provisions (requiring a non-binding member vote to approve golden parachute

arrangements for certain executive officers in connection with mergers and certain other

business combinations) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of

certain executive compensation related items, such as the correlation between executive compensation

and performance and comparisons of the chief executive officer’s compensation to median

employee compensation.

addition, the JOBS Act provides that an emerging growth company may take advantage of an extended transition period for complying with

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

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

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

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

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

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

although we intend to continuously monitor our holdings, there can be no assurance that we, our Operating Companies or any of the

subsidiaries of our Operating Companies will be able to maintain our exclusion from registration.

A change in the value of any of

our assets could negatively affect our ability to maintain our exclusion from registration and we may be unable to sell assets we

would otherwise want to sell and may need to sell assets we would otherwise want to retain.

In addition, we may have to acquire

additional assets that we might not otherwise have acquired or may have to forego opportunities to acquire assets that we would

otherwise want to acquire and would be important to our investment strategy.

In addition, although

we intend to continuously monitor our holdings, there can be no assurance that we, our Operating Companies or any of the subsidiaries

of our Operating Companies will be able to maintain our exclusion from registration.

A change in the value of any of our assets could

negatively affect our ability to maintain our exclusion from registration and we may be unable to sell assets we would otherwise want

to sell and may need to sell assets we would otherwise want to retain.

In addition, we may have to acquire additional assets that we

might not otherwise have acquired or may have to forego opportunities to acquire assets that we would otherwise want to acquire and would

be important to our investment strategy.

we are required to register as an investment company under the Investment Company Act, we would become subject to substantial regulation

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

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

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

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

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

opportunity funds and qualified opportunity zone businesses.

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

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

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

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

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

These satellite

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

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

to co-invest and co-develop in one or more projects within specific regions of the United States and its territories.

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

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

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

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

projects on a deal-by-deal basis.

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

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

or non-managing members.

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

and developers.

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

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

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

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

the limited partners or non-managing members.

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

of joint ventures in which our Operating Companies, directly or indirectly through subsidiaries,

will participate as limited partners or non-managing members, to acquire stabilized cash

flow generating real estate-related assets, including commercial real estate loans and mortgages,

and debt and equity securities issued by other real estate companies, select private equity

investments, and opportunistic acquisitions of other qualified opportunity funds and qualified

opportunity zone businesses.

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

of joint ventures in which our Operating Companies, directly or indirectly through subsidiaries,

will participate as limited partners or non-managing members and a member of the Belpointe

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

member of the Belpointe SP Group retain the services of a local developer to create a Belpointe

satellite office, which will act as the developer for multiple joint venture projects within

specific regions of the United States and its territories.

These satellite offices will enable

us to increase our presence and expertise in multiple regions.

Manager or a member of Belpointe SP Group will set up exclusive programmatic joint ventures

with experienced regional developers to co-invest and co-develop in one or more projects

within specific regions of the United States and its territories.

A member of the Belpointe

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

joint ventures with subsidiaries of our Operating Companies, directly or indirectly through

subsidiaries, participating as limited partners or non-managing members.

These programmatic

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

Manager or a member of the Belpointe SP Group will enter into joint ventures with experienced

local developers to co-invest and co-develop projects on a deal-by-deal basis.

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

joint ventures with our Operating Companies, directly or indirectly through subsidiaries,

participating as limited partners or non-managing members.

A member of the Belpointe SP Group

may act as the co-developer of projects with the joint venture partners and developers.

Manager or a member of the Belpointe SP Group will enter into joint ventures with independent

third-party experienced local developers to co-invest and co-develop on our behalf.

venture partners and developers will typically act as the general partner or managing member

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

as the limited partners or non-managing members.

membership interests that members of the Belpointe SP Group hold in our joint venture investments in their capacity as a general partner,

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with our Manager, Sponsor and members of the Belpointe SP Group) include:

joint venture partner may have economic or other interests that are inconsistent with our interests, including interests relating

to the financing, management, operation, leasing or sale of the assets purchased by such joint venture;

Investment Company Act and other regulatory requirements applicable to the joint venture partner may cause it to want to take actions

contrary to our interests;

joint venture partner may have joint control of the joint venture even in cases where its economic stake in the joint venture is

significantly less than ours;

the joint venture arrangement, neither we nor the joint venture partner will be in a position to unilaterally control the joint venture,

and deadlocks may occur.

Such deadlocks could adversely impact the operations and profitability of the joint venture, including as

a result of the inability of the joint venture to act quickly in connection with a potential acquisition or disposition.

depending on the governance structure of such joint venture partner, decisions of such vehicle may be subject to approval by individuals

who are independent of us;

the joint venture arrangement, we and the joint venture partner may have a buy/sell right and, as a result of an impasse that triggers

the exercise of such right, we may be forced to sell our investment in the joint venture, or buy the joint venture partner’s

share of the joint venture at a time when it would not otherwise be in our best interest to do so;

participation in investments in which a joint venture partner participates will be less than what our participation would have been

had such other vehicle not participated, and because there may be no limit on the amount of capital that such joint venture partner

can raise, the degree of our participation in such investments may decrease over time.

joint venture partner may have economic or other interests that are inconsistent with our

interests, including interests relating to the financing, management, operation, leasing

or sale of the assets purchased by such joint venture;

Investment Company Act and other regulatory requirements applicable to the joint venture

partner may cause it to want to take actions contrary to our interests;

joint venture partner may have joint control of the joint venture even in cases where its

economic stake in the joint venture is significantly less than ours;

the joint venture arrangement, neither we nor the joint venture partner will be in a position

to unilaterally control the joint venture, and deadlocks may occur.

Such deadlocks could

adversely impact the operations and profitability of the joint venture, including as a result

of the inability of the joint venture to act quickly in connection with a potential acquisition

or disposition.

In addition, depending on the governance structure of such joint venture

partner, decisions of such vehicle may be subject to approval by individuals who are independent

the joint venture arrangement, we and the joint venture partner may have a buy/sell right

and, as a result of an impasse that triggers the exercise of such right, we may be forced

to sell our investment in the joint venture, or buy the joint venture partner’s share

of the joint venture at a time when it would not otherwise be in our best interest to do

participation in investments in which a joint venture partner participates will be less than

what our participation would have been had such other vehicle not participated, and because

there may be no limit on the amount of capital that such joint venture partner can raise,

the degree of our participation in such investments may decrease over time.

we may have conflicting fiduciary obligations if we acquire properties with our affiliates or other related entities;

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

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

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

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

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

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

Russia and Ukraine, the Israel-Hamas war or changes in U.S.

policy that may lead to significant increases in tariffs for imported

goods, which may strain international trade relations and increase the risk of retaliatory tariffs imposed by foreign governments on

goods imported from the U.S., as well as by numerous other factors outside of our control.

In addition, our financial condition may

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

slowdown or sustained downturn in the U.S.

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

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

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

upon investments on favorable terms.

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

impact economies around the world, including the U.S., and if any of the foregoing market, economic or political issues are not

managed appropriately, they could impair our profitability or result in substantial or total losses to us in respect of certain

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

Recent uncertainty surrounding legislation, regulation and governmental

policy at the U.S.

federal level could lead to disruptions in or have the effect of negatively impacting our business, financial condition,

results of operations and cash flows.

There is significant uncertainty surrounding legislation, regulation and government policy at the U.S.

federal level,

as well as uncertainty at certain state and local government levels.

Recent events have lead to a climate of heightened ambiguity and

introduced new and difficult-to-quantify macroeconomic and political risks with potentially far-reaching implications.

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

in real estate market prices, rising interest rates, availability of credit, credit defaults, rising inflation rates, supply chain disruptions,

labor shortages, economic uncertainty, instability in the banking system, changes in laws (including laws relating to taxation of us

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

wars, cyberattacks, terrorist acts or security operations), such as the conflict between Russia and Ukraine, the Israel-Hamas war or

changes in U.S.

policy that may lead to significant increases in tariffs for imported goods, which may strain international trade relations

and increase the risk of retaliatory tariffs imposed by foreign governments on goods imported from the U.S., as well as by numerous other

factors outside of our control.

In addition, our financial condition may be adversely affected by an economic downturn, related to market,

economic or political instability, or otherwise.

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

or global economy (or any particular

segment thereof), inflationary pressures or the weakening of credit markets could adversely affect the value of our investments and our

profitability, impede our ability to perform under or refinance our existing obligations, and impair our ability to effectively deploy

our capital or effectively exit or realize upon investments on favorable terms.

It is not possible for us to predict whether or to what

extent these factors may negatively impact economies around the world, including the U.S., and if any of the foregoing market, economic

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

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

uncertainty surrounding legislation, regulation and governmental policy at the U.S.

federal level could lead to disruptions in or have

the effect of negatively impacting our business, financial condition, results of operations and cash flows.

is significant uncertainty surrounding legislation, regulation and government policy at the U.S.

federal level, as well as uncertainty

at certain state and local government levels.

Recent events have lead to a climate of heightened ambiguity and introduced new and difficult-to-quantify

macroeconomic and political risks with potentially far-reaching implications.

The current U.S.

federal government’s ongoing changes to U.S.

federal government’s ongoing changes

policy may impact the U.S.

and global economies, international trade and relations,

unemployment rates, energy prices, tariffs, immigration, taxes, inflation and the general U.S.

and global economies, international trade and relations, unemployment rates, energy prices, tariffs,

immigration, taxes, inflation and the general U.S.

regulatory environment, among other things.

Although we cannot predict the impact, if any, of these changes on our business activities and investments, they could negatively affect

our business, financial condition, results of operations and cash flows.

Our cash, cash equivalents and other investments may be

adversely effected if the financial institutions in which we hold our cash, cash equivalents and other investments were to fail.

We regularly maintain cash balances in third-party financial institutions in excess of the Federal Deposit Insurance

Corporation (FDIC) insurance limit.

If our financial institutions were to enter into receivership or become insolvent in the future as

a result of economic or financial conditions affecting the banking system and financial markets, our ability to access our existing cash,

cash equivalents and other investments may be threatened, which could have a material adverse effect on our business, financial condition

and results of operations.

Although we cannot predict the impact,

if any, of these changes on our business activities and investments, they could negatively affect our business, financial condition,

results of operations and cash flows.

cash, cash equivalents and other investments may be adversely effected if the financial institutions in which we hold our cash, cash

equivalents and other investments were to fail.

regularly maintain cash balances in third-party financial institutions in excess of the Federal Deposit Insurance Corporation (FDIC)

insurance limit.

If our financial institutions were to enter into receivership or become insolvent in the future as a result of economic

or financial conditions affecting the banking system and financial markets, our ability to access our existing cash, cash equivalents

and other investments may be threatened, which could have a material adverse effect on our business, financial condition and results

of operations.

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

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may experience a lower than anticipated return on your investment.

We are subject to fraud risk, which could adversely affect

our business, financial condition and results of operations.

Bad actors are using increasingly sophisticated

schemes to engage in illegal activities such as mortgage and loan fraud, and we may be required to devote significant financial resources

to discovering and discouraging fraudulent activities.

Furthermore, fraudulent activities could result in increased costs and expenses,

including litigation expenses, diversion of management time, and other disruptions to our operations, which could adversely affect our

business, financial condition and results of operations.

On December 5, 2024, the Galinn Fund LLC,

a New York limited liability company (“Galinn”), filed a complaint in Connecticut State Superior Court naming CMC Storrs SPV,

LLC (“CMC”), the holding company for our investment property located at 497-501 Middle Turnpike, Storrs, Connecticut (“497-501

Middle”), as a defendant, alongside Chen Ji, an individual (“Chen”), and two additional entities (the “Guarantors”).

In the complaint Galinn alleges, among other things, that on May 24, 2024, Chen, on behalf of CMC, executed a mortgage note (the “Note”)

in the principal amount of $3.0 million (the “Loan”), which was secured in part by a mortgage against 497-501 Middle (the

Galinn further alleges that CMC is in default under both the Note and Mortgage for failure to make payments when

Galinn is seeking to foreclose on the Mortgage and damages against CMC and the Guarantors.

In March 2020, when we first acquired

an equity interest in CMC, Chen was an affiliate of the entity, however, he thereafter exited the investment and is no longer in any way

affiliated with or authorized to act on behalf of CMC.

We maintain that the Loan was obtained as a result of Chen’s fraud and Galinn’s

negligence, and had Galinn done adequate due diligence, or reviewed the publicly available filings on the State of Connecticut’s

Business Records website, or even a basic Google search, Chen’s lack of authority would have been readily apparent prior to Galinn

having made the Loan.

We dispute any liability in this litigation,

believe we have substantial defenses to Galinn’s claims, and are vigorously defending the matter.

are subject to fraud risk, which could adversely affect our business, financial condition and results of operations.

actors are using increasingly sophisticated schemes to engage in illegal activities such as mortgage and loan fraud, and we may be required

to devote significant financial resources to discovering and discouraging fraudulent activities.

Furthermore, fraudulent activities could

result in increased costs and expenses, including litigation expenses, diversion of management time, and other disruptions to our operations,

which could adversely affect our business, financial condition and results of operations.

December 5, 2024, the Galinn Fund LLC, a New York limited liability company (“Galinn”), filed a complaint in Connecticut

State Superior Court naming CMC Storrs SPV, LLC (“CMC”), the holding company for our investment property located at 497-501

Middle Turnpike, Storrs, Connecticut (“497-501 Middle”), as a defendant, alongside Chen Ji, an individual (“Chen”),

and two additional entities (the “Guarantors”).

In the complaint Galinn alleges, among other things, that on May 24, 2024,

Chen, on behalf of CMC, executed a mortgage note (the “Note”) in the principal amount of $3.0 million (the “Loan”),

which was secured in part by a mortgage against 497-501 Middle (the “Mortgage”).

Galinn further alleges that CMC is in default

under both the Note and Mortgage for failure to make payments when due.

Galinn is seeking to foreclose on the Mortgage and damages against

CMC and the Guarantors.

In March 2020, when we first acquired an equity interest in CMC, Chen was an affiliate of the entity, however,

he thereafter exited the investment and is no longer in any way affiliated with or authorized to act on behalf of CMC.

We maintain that

the Loan was obtained as a result of Chen’s fraud and Galinn’s negligence, and had Galinn done adequate due diligence, or

reviewed the publicly available filings on the State of Connecticut’s Business Records website, or even a basic Google search,

Chen’s lack of authority would have been readily apparent prior to Galinn having made the Loan.

We dispute any liability in this litigation, believe we have substantial

defenses to Galinn’s claims, and continue to vigorously defend the matter.

performance is subject to risks associated with the real estate industry.

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in national, regional or local economic, demographic or capital market conditions;

lack of appropriate real estate investment opportunities, including appropriate qualified opportunity zone investment opportunities;

lack of appropriate real estate investment opportunities, including appropriate qualified

opportunity zone investment opportunities;

of war, cyberattacks or terrorism;

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in environmental and zoning laws;

● fluctuations

in energy costs;

● overbuilding

and increased competition for properties targeted by our investment strategy;

adverse national real estate trends, including increasing vacancy rates, declining rental rates and general deterioration of market

adverse national real estate trends, including increasing vacancy rates, declining rental

rates and general deterioration of market conditions;

in supply and demand fundamentals;

● limitations,

reductions or eliminations of tax benefits;

or condemnation losses;

● bankruptcy,

financial difficulty or lease default of a major tenant;

limitations on rent;

mortgage defaults and the availability of mortgage funds which may render the sale or refinancing of properties difficult or impracticable;

in laws, regulations and fiscal policies, including increases in property taxes and limitations on rental rates;

mortgage defaults and the availability of mortgage funds which may render the sale or refinancing

of properties difficult or impracticable;

in laws, regulations and fiscal policies, including increases in property taxes and limitations

on rental rates;

disasters, severe weather patterns and similar events;

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activities entail risks that could adversely impact our financial condition and results of operations, including:

costs, which may exceed our original estimates due to increases in materials, labor or other costs, which could make the project

● construction

costs, which may exceed our original estimates due to increases in materials, labor or other

costs, which could make the project less profitable;

or construction delays, which may result in increased debt service expense and increased

project costs, as well as deferred revenue;

chain issues or other unavailability of raw materials when needed, which may result in project

delays, stoppages or interruptions, which could make the project less profitable;

state and local grants to complete certain highways, interchange, bridge projects or other

public improvements may not be available, which could increase costs and make the project

less profitable;

or construction delays, which may result in increased debt service expense and increased project costs, as well as deferred revenue;

chain issues or other unavailability of raw materials when needed, which may result in project delays, stoppages or interruptions,

which could make the project less profitable;

state and local grants to complete certain highways, interchange, bridge projects or other public improvements may not be available,

which could increase costs and make the project less profitable;

and timely receipt of zoning and other regulatory approvals to develop or redevelop our properties for a particular use or with respect

to a particular improvement;

● availability

and timely receipt of zoning and other regulatory approvals to develop or redevelop our properties

for a particular use or with respect to a particular improvement;

for warranty, product liability and construction defects after a property has been built;

for injuries that occur in the course of construction activities;

performance or nonperformance by, or disputes with, any of our contractors, subcontractors or other third parties on whom we will

performance or nonperformance by, or disputes with, any of our contractors, subcontractors

or other third parties on whom we will rely;

and safety incidents and site accidents;

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

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

shortages, slowdowns or interruptions;

with environmental planning and protection regulations and related legal proceedings;

expenses or project delays, stoppages or interruptions as a result of challenges by third parties in legal proceedings;

or inability to acquire property, rights of way or easements that may result in delays or increased costs;

● liabilities,

expenses or project delays, stoppages or interruptions as a result of challenges by third

parties in legal proceedings;

or inability to acquire property, rights of way or easements that may result in delays or

increased costs;

of war, cyberattacks or terrorism;

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improvements up-front or (ii) finance the improvements at potentially unattractive terms.

We depend on tenants for our revenue, and lease defaults or terminations could reduce our net income and limit our ability to pay distributions.

depend on tenants for our revenue, and lease defaults or terminations could reduce our net income and limit our ability to pay distributions.

success of our investments materially depends on the financial stability of our tenants.

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Sponsor, Manager and their affiliates are not required to devote all of their time and efforts to our business and affairs.

of our Class A units have no right to enforce the obligations of our Sponsor, Manager, or any of their or our affiliates under the

terms of any agreements with the Company.

agreements between the Company, on one hand, and our Sponsor, Manager, or any of their or our affiliates, on the other, do not

grant to the holders of our Class A units, separate and apart from the Company, the right to enforce the terms of such agreements or

any obligations of our Sponsor, Manager or their or our affiliates in favor of the Company.

management fee our Manager is entitled to receive is based on our NAV and our Manager is ultimately responsible for calculating our

of our Class A units have no right to enforce the obligations of our Sponsor, Manager, or any of their or our affiliates under the terms

of any agreements with the Company.

agreements between the Company, on one hand, and our Sponsor, Manager, or any of their or our affiliates, on the other, do not grant

to the holders of our Class A units, separate and apart from the Company, the right to enforce the terms of such agreements or any obligations

of our Sponsor, Manager or their or our affiliates in favor of the Company.

management fee our Manager is entitled to receive is based on our NAV and our Manager is ultimately responsible for calculating our NAV.

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

The management fee is based on our NAV,

as calculated and adjusted by our Manager at the end of each quarter.

We will announce our NAV within approximately 60 days of the

last day of each quarter.

Our NAV is calculated using a process designed to produce a fair and accurate estimate of the price that

would be received for our assets and investments in an arm’s-length transaction between a willing buyer and a willing seller

in possession of all material information about our assets and investments.

As with any asset valuation protocol, the conclusions

reached by our Manager or any third-party firm that we engage to prepare or assist with preparing the NAV of our Class A units

involve significant judgments, assumptions, and opinions in the application of both observable and unobservable attributes that may

or may not prove to be correct.

It is important to note that the determination of our NAV is not based on, nor is it intended to

comply with, fair value standards under U.S.

GAAP, and our NAV may not be indicative of the price that we would receive for our

assets at current market conditions.

There can be no assurance that the judgments, assumptions, and opinions used by our Manager to

calculate our NAV, or the resulting NAV, are the same as those judgments, assumptions and opinions that would be used, or the NAV

that would be calculated, by an independent third-party firm.

In addition, our Manager may benefit from our retaining ownership of

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

served by the sale or disposition of our assets or investments.

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

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

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

The management fee is based on our NAV, as

calculated and adjusted by our Manager at the end of each quarter.

We will announce our NAV within approximately 60 days of the last

day of each quarter.

Our NAV is calculated using a process designed to produce a fair and accurate estimate of the price that would be

received for our assets and investments in an arm’s-length transaction between a willing buyer and a willing seller in possession

of all material information about our assets and investments.

As with any asset valuation protocol, the conclusions reached by our Manager

or any third-party firm that we engage to prepare or assist with preparing the NAV of our Class A units involve significant judgments,

assumptions, and opinions in the application of both observable and unobservable attributes that may or may not prove to be correct.

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

GAAP, and our NAV may not be indicative of the price that we would receive for our assets at current market conditions.

be no assurance that the judgments, assumptions, and opinions used by our Manager to calculate our NAV, or the resulting NAV, are the

same as those judgments, assumptions and opinions that would be used, or the NAV that would be calculated, by an independent third-party

In addition, our Manager may benefit from our retaining ownership of our assets and investments in order to avoid a reduction in

our NAV at times when the holders of our Class A units may be better served by the sale or disposition of our assets or investments.

If our NAV is calculated in a way that is not reflective of our actual NAV, then the purchase price of shares of our Class A units may

not accurately reflect the value of our assets and investments, and your Class A units may be worth less than the purchase price paid.

Related to Sources of Financing and Hedging

207 unchanged sentences

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

qualified as a “qualified opportunity fund” beginning with our taxable year ended December 31, 2020.

We intend to manage

our affairs so that we continue to meet the requirements for classification as a “qualified opportunity fund,” pursuant to

Section 1400Z-2 of the Code and the related regulations issued by the U.S.

Department of the Treasury and U.S.

Internal Revenue Service

(the “IRS”) on December 19, 2019, together with the correcting amendments issued on April 6, 2020, additional relief issued

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

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

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

opportunity fund is subject to uncertainty.

If we fail to continue to meet the requirements for classification as a qualified opportunity

fund, holders of our Class A units would lose the tax benefits associated with investing in a qualified opportunity fund and the value

of our Class A units would likely be adversely affected.

opportunity zone program is a community development program established by the Tax Cuts and Jobs Act of 2017 (the “JOBS Act”

or “OZ 1.0”), and later expanded, and certain provisions originally set to expire permanently extended, by the One Big Beautiful

Bill Act of 2025 (the “OBBBA” or “OZ 2.0”), to encourage new long-term investment in low-income urban and rural

communities nationwide.

The opportunity zone program provides tax incentives for investors to re-invest their unrealized capital gains

into qualified opportunity funds dedicated to investing in qualified opportunity zones.

We initially qualified

as a Qualified Opportunity Fund beginning with our taxable

year ended December 31, 2020, and we currently intend to manage our affairs so that we continue to meet the requirements for classification

as a Qualified Opportunity Fund pursuant to Section 1400Z-2 of the Code and the related regulations issued by the U.S.

Department of

the Treasury (the “Treasury”) and U.S.

Internal Revenue Service (the “IRS”) on December 19, 2019, together with

the correcting amendments issued on April 6, 2020, additional relief issued on January 13, 2021 and further correcting amendments issued

on August 5, 2021 (collectively the “Opportunity Zone Regulations”).

On September 30, 2025, the Treasury and IRS also issued

preliminary guidance related to OZ 2.0.

opportunity funds and the Opportunity Zone Regulations under OZ 1.0 are relatively new and as yet untested, and transitional and new

regulations for OZ 2.0 have yet to be issued, as such our ability to continue to be treated as a qualified opportunity fund and to

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

If we fail to continue to meet the requirements for classification as a qualified opportunity fund, holders of our

Class A units would lose the tax benefits associated with investing in a qualified opportunity fund and the value of our Class A

units would likely be adversely affected.

must make appropriate timely investments and elections in order to take advantage of the benefits of investing in a qualified opportunity

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and Other Dispositions of Capital Assets , which will need to be attached to their U.S.

federal income tax returns for the

taxable year in which gain treated as capital gain (short-term or long-term) that results from the sale or exchange of capital

assets to an unrelated person would have been recognized had it not been deferred.

In addition, Form 8997, Initial and Annual

Statement of Qualified Opportunity Fund (QOF) Investments, requires eligible taxpayers holding a qualified opportunity fund

investment at any point during the tax year to report:

(i) qualified opportunity fund investments holdings at the beginning and end

of the tax year;

federal income tax returns for the taxable

year in which gain treated as capital gain (short-term or long-term) that results from the sale or exchange of capital assets to an unrelated

person would have been recognized had it not been deferred.

In addition, Form 8997, Initial and Annual Statement of Qualified Opportunity

Fund (QOF) Investments (“Form 8997”) , requires eligible taxpayers holding a qualified opportunity fund investment

at any point during the tax year to report:

(i) qualified opportunity fund investments holdings at the beginning and end of the tax year;

(ii) current tax year capital gains deferred by investing in a qualified opportunity fund;

and (iii) qualified

opportunity fund investments disposed of during the tax year.

Taxpayers may receive a Letter 6502, Reporting Qualified

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

if they have not properly followed the instructions for Form 8997, Initial and Annual Statement of Qualified Opportunity Fund

(QOF) Investments , and the IRS is missing information, the taxpayer entered invalid information, or the requirements to maintain

a qualifying investment have not been followed.

Taxpayers who receive a Letter 6502, Reporting Qualified Opportunity Fund (QOF)

Investments , or a Letter 6503, Annual Reporting of Qualified Opportunity Fund (QOF) Investments , may need to file an

amended return or an administrative adjustment request with a properly completed Form 8997, Initial and Annual Statement of

Qualified Opportunity Fund (QOF) Investments .

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

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

consult with your own tax advisor.

and (iii) qualified opportunity fund investments

disposed of during the tax year.

Taxpayers may receive a Letter 6502, Reporting Qualified Opportunity Fund (QOF) Investments (“Letter

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

if they have not properly followed the instructions for Form 8997 and the IRS is missing information, the taxpayer entered invalid information,

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

Taxpayers who receive a Letter 6502 or a Letter 6503

may need to file an amended return or an administrative adjustment request with a properly completed Form 8997.

The procedures that you

will need to follow to defer your capital gains and the requirements related to maintaining a qualifying investment are highly technical

and complex, accordingly, we recommend that you consult with your own tax advisor.

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

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

What changed 10-K

Item 1A. Risk Factors