Item 5. Market for Registrant’s Common Equity
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market
Information
Our
Class A units are traded on the NYSE American under the symbol “OZ” and began trading on NYSE American on October 18, 2021.
Neither our Class B units nor our Class M unit are listed or traded on any established public trading market.
Holders
As
of March 28, 2025, there were 46 holders of record of our Class A units, and one holder of record of each of our Class B units and
Class M unit, respectively.
Distribution
Policy
We
do not expect to pay any distributions until our investments are generating operating cash flow. Once we begin to pay distributions,
we expect to pay them quarterly, in arrears, but may pay them less frequently as determined by us following consultation with our Manager.
While we have the discretion to modify our distribution policy at any time, we currently anticipate working up to a target annual distribution
rate of 6-8%. Any distributions that we do pay will be at the discretion of our Manager, subject to Board oversight, and based on, among
other factors, our present and projected future earnings, cash flow, capital needs and general financial condition, as well as any requirements
of applicable law. In order to participate in any distribution that we do pay, you must be a holder of record of our Class A units as
of the record date for such distribution, and as of the ex-date, if applicable. We have not established a minimum distribution level,
and our Operating Agreement does not require that we pay distributions to the holders of our Class A units.
Use
of Proceeds from Registered Sales of Securities
We
are the successor in interest to Belpointe REIT, Inc., a Maryland corporation (“Belpointe REIT”), incorporated on June 19,
2018. During the year ended December 31, 2021, we acquired all of the outstanding shares of common stock of Belpointe REIT in an exchange
offer and related conversion and merger transaction.
On
September 30, 2021, the U.S. Securities and Exchange Commission (the “SEC”) declared effective our initial registration statement
on Form S-11, as amended (File No. 333-255424) (the “Primary Registration Statement”), registering a continuous primary offering
of up to $750,000,000 in our Class A units (our “Primary Offering”). From the period of October 7, 2021, the date of the
first closing held in connection with our Primary Offering, through December 31, 2022, we issued 2,273,339 Class A units in our Primary
Offering, raising net offering proceeds of $226.0 million.
On
May 9, 2023, the SEC declared effective our follow-on registration statement on Form S-11, as amended (File No. 333-271262) (the “Follow-on
Registration Statement”), registering the offer and sale of up to an additional $750,000,000 of our Class A units on a continuous
“best efforts” basis by any method deemed to be an “at the market” offering pursuant to Rule 415(a)(4) under
the Securities Act of 1933, as amended (the “Securities Act”), including by offers and sales made directly to investors or
through one or more agents (our “Follow-on Offering” and, together with our Primary Offering, our “Public Offerings”).
In
connection with the Follow-on Registration Statement, we entered into a non-exclusive dealer manager agreement with Emerson Equity LLC
(the “Dealer Manager”), a registered broker-dealer, for the sale of our Class A units through the Dealer Manager. The Dealer
Manager will enter into participating dealer agreements and wholesale agreements with other broker-dealers, referred to as “selling
group members,” to authorize those broker-dealers to solicit offers to purchase our Class A units. We will pay our Dealer Manager
commissions of up to 0.25%, and the selling group members commissions ranging from 0.25% to 4.50%, of the principal amount of Class A
unit sold in the Follow-on Offering. In addition, our Follow-on Registration Statement constitutes a post-effective amendment to our
Primary Registration Statement, conforming our Primary Offering to our Follow-on Offering.
The
purchase price for Class A units in our Public Offerings is the lesser of (i) the current NAV of our Class A units, and (ii) the average
of the high and low sale prices of our Class A units on the NYSE American during regular trading hours on the last trading day immediately
preceding the investment date on which the NYSE American was open for trading and trading in our Class A units occurred.
Each
quarter, our Manager calculates our 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. We disclose 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. As of December 31, 2024, our NAV per Class A units was
$119.94.
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We
file a prospectus supplement with the SEC disclosing quarterly determinations of our NAV per Class A unit. Additionally, if a material
event occurs in between quarterly updates of NAV that would cause our NAV to change by 10% or more from the most recently disclosed NAV,
we will disclose the updated price and the reason for the change in prospectus supplement as promptly as reasonably practicable.
From
the period of October 7, 2021, the date of the first closing held in connection with our Primary Offering, through December 31, 2023,
we issued 2,372,289 Class A units in our Primary Offering, raising net offering proceeds of $233.5 million. For the year ended December
31, 2024, we issued 41,774 Class A units in connection with our Public Offerings, raising net offering proceeds of $3.0 million. Together
with the gross proceeds raised in Belpointe REIT, Inc.’s prior offerings, as of December 31, 2024, we have raised aggregate gross
offering cash proceeds of $357.3 million.
The
following tables summarize certain information about the Public Offering proceeds and our use of proceeds, including direct or indirect
payments to our directors, officers, affiliates or to any person owning 10% or more of any class of our equity securities as of December
31, 2024:
Offering proceeds
Class A units sold
2,414,063
Gross offering proceeds
$ 238,326,670
Selling commissions
5,000
Offering
costs (1) (2) (3)
1,741,256
Net offering proceeds
$ 236,580,414
(1)
Includes $0.3 million of reimbursements to an affiliate for
costs incurred on our behalf.
(2)
Direct or indirect payments of $1.4 million have been made
to others, including payments for legal, accounting, transfer agent, FINRA, and filing fees, as of December 31, 2024.
(3)
Includes all offering costs incurred by the Company in connection
with any offer and sale of securities by the Company.
Uses of net offering proceeds (in thousands)
Funding of loans receivable (1)
$ 34,955
Purchases and development of real estate (2)
180,594
Working capital (3) (4)
21,031
$ 236,580
(1)
Includes direct payment of $30.0 million to Norpointe, an affiliate
of our Chief Executive Officer. See “ Part III, Item 13—Certain Relationships and Related Transactions,
and Director Independence—Our Affiliate Transactions—Our Transaction with Norpointe, LLC ” for additional details
regarding our transactions with Norpointe.
(2)
Includes direct or indirect payments of $10.0 million to directors,
officers and affiliates as of December 31, 2024 predominantly for insurance premiums and employee reimbursement expenditures (pursuant
primarily to our development management agreements). See “ Part III, Item 13—Certain Relationships and
Related Transactions, and Director Independence—Our Affiliate Transactions ” for additional information regarding fees
incurred on our behalf by, and expenses reimbursable to, our Manager and its affiliates.
(3)
Includes direct or indirect payments of $9.4 million to directors,
officers and affiliates as of December 31, 2024 for management fees, insurance premiums and employee cost sharing expenses (pursuant
to our Management Agreement and Employee and Cost Sharing Agreement). See “ Part III, Item 13—Certain Relationships
and Related Transactions, and Director Independence—Our Affiliate Transactions ” for additional information regarding
fees incurred on our behalf by, and expenses reimbursable to, our Manager and its affiliates.
(4)
Includes direct or indirect payments of $3.8 million to others,
including payments for legal, accounting, marketing, transfer agent and filing fees, as of December 31, 2024.
Unregistered
Sales of Equity Securities
As
of December 31, 2024, we have not sold any equity securities within the past three years that were not registered under the
Securities Act.
Item
6. [Reserved].
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.