What changed in this filing

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Item 1. Business

2025-03-31 compared with 2024-03-29 · 236 added, 235 removed, 297 unchanged (61% of the section changed)

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the year ended December 31, 2024, we issued 41,774 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.

Together with the gross proceeds

raised by Belpointe REIT in its prior offerings, as of December 31, 2024, we have raised aggregate gross offering cash proceeds of $357.3

of our Business and Operations

are the only publicly traded qualified opportunity fund listed on a national securities exchange.

We are a Delaware limited liability

company formed on January 24, 2020, and intend to operate in a manner that will allow us to qualify as a partnership for U.S.

income tax purposes.

We are focused on identifying, acquiring, developing or redeveloping and managing commercial real estate located

within qualified opportunity zones.

We are a Delaware limited

liability company formed on January 24, 2020, and a partnership for U.S.

federal income tax purposes.

We are focused on identifying,

acquiring, developing or redeveloping and managing commercial and mixed-use real estate located within qualified opportunity zones.

At least 90% of our assets consist of qualified opportunity zone property.

We qualified as a qualified

opportunity fund beginning with our taxable year ended December 31, 2020.

Because we are a qualified opportunity fund certain of our

investors are eligible for favorable capital gains tax treatment on their investments.

We qualified as a qualified opportunity fund beginning

with our taxable year ended December 31, 2020.

Because we are a qualified opportunity fund certain of our investors are eligible for

favorable capital gains tax treatment on their investments.

of our assets are and will continue to be held by, and all of our operations are and will continue to be conducted through, one or more

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Sponsor, Belpointe, LLC, a leading investment firm based in Greenwich, Connecticut, operates a family office making private investments

and oversees its businesses, such as wealth management, legal and real estate services.

Our Sponsor’s senior executives have substantial

and oversees its businesses, such as wealth management, legal and real estate services, Our Sponsor’s senior executives have substantial

experience in the acquisition, development and ownership of real estate and, as of December 31, 2024, its affiliates have facilitated

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in our Operating Agreement on the amount or percentage of assets that may be invested in a single property.

Our Reporting Segments

As of December 31, 2024, we have organized

our operations into two reporting segments, commercial and mixed-use, based on the way we organize and evaluate our business internally.

Opportunity Zone Program

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

eligible investor may defer recognition of capital gains (short-term or long-term) resulting from the sale or exchange of capital assets

(or business assets the gain on the sale of which is treated as capital gain) by reinvesting those gains into a qualified opportunity

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

The 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 qualified opportunity fund.

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 the investor sells its qualified opportunity fund investment.

eligible investor may defer recognition of capital gains (short-term or long-term) resulting from the sale or exchange of capital

assets (or business assets the gain on the sale of which is treated as capital gain) with an unrelated person by reinvesting those

gains into a qualified opportunity fund within a period of 180 days generally beginning on the date of the sale or exchange (the

“Deferred Capital Gains”).

The 180-day period generally begins on the day on which the gains would be recognized for

federal income tax purposes had they not been reinvested into a qualified opportunity fund.

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 the

investor sells its qualified opportunity fund investment.

individuals and entities that recognize capital gains for U.S.

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

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 (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.

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

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

maximum price (a “GMP”).

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.

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

Main Street – Sarasota, Florida (“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, through

an indirect majority-owned subsidiary of our Operating Company, we acquired land located in Sarasota, Florida,

that was previously subject to a ground lease for a purchase price of $4.9 million, inclusive of transaction costs of $0.1 million.

accounted for the transaction as an asset acquisition.

As the acquired land is being held for development, the total purchase price was

allocated to Real estate under construction on the consolidated balance sheets .

the year ended December 31, 2024, we completed construction and began lease up at Aster & Links, our mixed-use

luxury development in downtown Sarasota, Florida.

Aster & Links is comprised of 424 luxury residential units, including a mix of

one-bedroom, two-bedroom, three-bedroom, four-bedroom apartments, townhome-style penthouse apartments, and six guest suite

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

Aster & Links is made up of two

distinct 10 story buildings and features over 900 garage and surface-level parking spaces, designed to cater to both residents and

retail visitors.

May 2023, we announced the signing of a definitive lease agreement with Sprouts Farmers Market (“Sprouts”).

Sprouts, which

opened in September 2024 and occupies 23,000 square feet of retail space at Aster & Links, serves as a key anchor tenant, bringing

fresh, natural and organic food options to the heart of downtown Sarasota.

& Links offers a range of high-end amenities for residents, including 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.

Each building has its own leasing office to assist new residents.

in downtown Sarasota, at the intersection of Main Street and Links Avenue, Aster & Links 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 few years.

Aster & Links is well-positioned to be a

premier residential and retail destination in the heart of this vibrant city.

Main Construction Management Agreement

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

of Aster & Links.

The construction management agreement contains terms and conditions that are customary for a project of this type

and is subject to a guaranteed maximum price (a “GMP”).

We currently anticipate that the funding for construction and

soft costs associated with the development will be a minimum of $187.5 million, inclusive of the GMP, and are building to an estimated

unlevered yield of greater than 6%.

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.

May 12, 2023, our indirect majority-owned subsidiary 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 Aster & Links.

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 Aster & Links.

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, 2024, we have drawn

down $97.5 million on the 1991 Main Construction Loan.

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.

required under the terms of the 1991 Main Construction Loan Agreement, our indirect majority-owned subsidiary also entered into an interest

rate cap agreement, effective July 10, 2024 (“1991 Main Interest Rate Cap”), which, as of December 31, 2024, had a notional

amount of approximately $102.8 million a one-month SOFR rate based strike price of 5.07%, and which is due to mature on July 10, 2025.

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.

January 31, 2024, our indirect majority-owned subsidiary 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 “1991 Main Mezzanine Lender”).

The 1991 Main Mezzanine Loan bears interest at a rate of 13.0% per annum and is secured by our investment in Aster & Links.

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, Aster & Links.

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.

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 1991 Main Mezzanine Lender with (i) a completion guaranty, which, among other

things, guarantees completion of the work on Aster & Links, and (ii) a carveout guaranty, which, among other things, indemnifies

the 1991 Main 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”).

The 1991 Main Construction Loan and the 1991 Main Mezzanine Loan 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.

December 31, 2024, the principal balance of the 1991 Main Mezzanine Loan was $46.2 million.

Fruitville Road – Sarasota Florida – 1900 Fruitville Road was 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 July 2024 we completed the

redevelopment of this property into additional non-exclusive parking for Sprouts, our grocery store tenant at Aster & Links.

First Avenue North and 900 First Avenue North – St.

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 (“Viv”) – We previously acquired

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, with the intent to consolidate them and

develop into a 15-story high-rise building at 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.

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.

As of December 31, 2024, construction on Viv was 72% complete.

We currently anticipate construction to be substantially completed in

the second half of 2025, with leasing to begin prior.

is comprised of two 11-story residential towers above a 4-story parking garage, featuring 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 include a clubroom, fitness center, courtyard with a swimming pool, shared working space and a leasing

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

away from Tropicana Field, home to the Tampa Bay Rays professional baseball team.

It 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.

July of 2024, the St.

Petersburg City Council voted to approve a joint plan by 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.

County to build a brand new approximately 30,000 seat stadium for the Tampa Bay Rays as part of the 86-acre Historic Gas Plant District

redevelopment project in downtown St.

Petersburg, located just half a mile from Viv.

The project will include nearly 8 million square

feet of mixed-use development and result in over $6.5 billion in investment over the next 20 years.

Petersburg placed 42 nd on Niche’s 2024 Best Cities to Live in America list, earning an Overall Niche Grade of “A.”

Petersburg is the 5th largest city in Florida and the 86th largest city in the United States and an annual population growth rate

of approximately 0.7% in 2023.

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

1000 companies.

Petersburg-Clearwater MSA is home to more than 20

corporate headquarters, 13 of which are on the 2024 edition of the Inc.

5000 (listing the fastest-growing private companies in America).

Petersburg area also includes a branch of St.

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).

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).

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 1000 First.

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

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 is subject to a GMP of $140.5 million.

First Construction Loan

June 28, 2024, our indirect majority-owned subsidiary entered into a variable-rate construction loan agreement (the “1000 First

Construction Loan Agreement”) for up to $104.0 million in principal amount (the “1000 First Construction Loan”) with

various lenders, which is secured by 1000 First.

Advances under the 1000 First Construction Loan bear interest at a per annum rate equal

to the one-month term SOFR plus 3.80%, subject to a minimum all-in per annum rate of 7.55% and may be used to fund the development of

The 1000 First Construction Loan has an initial maturity date of June 28, 2027 and contains two one-year extension options,

subject to certain restrictions.

As of December 31, 2024, we have drawn down $29.5 million on the 1000 First Construction Loan.

First Interest Rate Cap

required under the terms of the 1000 First Construction Loan Agreement, our indirect majority-owned subsidiary also entered into an interest

rate cap agreement, effective June 28, 2024 (the “1000 First Interest Rate Cap”), which, as of December 31, 2024, had a notional

amount of approximately $104.0 million, a one-month SOFR rate based strike price of 6.25%, and which is due to mature on July 1, 2025.

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

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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.

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.

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.

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.

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.

collegiate rankings, and, based on a fact sheet published by UConn, over 19,300 undergraduate students attended college at the Storrs

campus in Fall 2023, 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.

June 26, 2024, our indirect majority-owned subsidiary entered into a fixed-rate loan for $10.0 million in principal amount with KHRE

SMA Funding, LLC, which is secured by 900 8th Avenue South (the “900 8th Land Loan”).

The 900 8th Land Loan bears interest

at a rate of 9.50% per annum, and is due to mature on June 26, 2025, with two six-month extension options, subject to certain restrictions.

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.

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

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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.

We currently anticipate that 1700 Main will be redeveloped into an approximate

187-apartment home community consisting of one-bedroom, two-bedroom and three-bedroom units, with approximately 6,000 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,

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 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.

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.

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

growing places in the U.S., and the 18th 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.

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 – 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.

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 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.

Davidson Street – 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 costs.

The building is leased back to the seller through March 2025, with the

ability to continue month to month thereafter.

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 restaurant.

Davidson Street – 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.

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

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

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.

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.

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

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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.

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.

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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and (iii) promote our brand and potentially increase our market share.

intend to employ leverage in order to provide more funds available for investment.

Leverage will allow us to make more investments than

would otherwise be possible, resulting in a broader portfolio.

We believe that careful use of conservatively structured leverage will

help us to achieve our diversification goals and potentially enhance the returns on our investments.

We also believe that our Sponsor’s

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.

employ leverage in order to provide more funds available for investment.

Leverage allows us to make more investments than would

otherwise be possible, resulting in a broader portfolio.

We believe that careful use of conservatively structured leverage helps us

to achieve our diversification goals and potentially enhance the returns on our investments.

We also believe that our

Sponsor’s 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.

targeted aggregate property-level leverage, excluding any debt at the Company level or on assets under development or redevelopment,

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the foregoing, unless an exception applies, an entity that would otherwise be classified as a partnership for U.S.

federal income tax

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

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.

federal income

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

Section 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 income.

We intend to continue to manage our affairs so that

we meet the Qualifying Income Exception in each taxable year and so that neither we nor any of our subsidiaries are required to

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

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platforms, including without limitation, our Sponsor’s highly experienced management team with significant real estate and asset

management expertise, extensive market knowledge and network of industry relationships, which we believe will provide us with our own

competitive advantage and will help us source, evaluate and compete for investment opportunities.

management expertise, extensive market knowledge and network of industry relationships, which we believe provides us with our own

competitive advantage and helps us source, evaluate and compete for investment opportunities.

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 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.

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.

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