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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED December 31, 2024

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
 TO

 Commission
file number 001-40911

 (Exact
name of registrant as specified in its charter)

 Delaware

 84-4412083

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S. Employer

 Identification No.)

Glenville Road

 Greenwich,
 Connecticut 06831

 (Address
of principal executive offices)

 (203) 883-1944

 (Registrant's
telephone number, including area code)

 Securities
 registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol

 Name
 of each exchange on which registered

 Class
 A units

 OZ

 NYSE
 American

 Securities
 registered pursuant to section 12(g) of the Act: None

 by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes

 No

 by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 Yes

 No

 by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
 Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
 (2) has been subject to such filing requirements for the past 90 days.

 Yes

 No

 by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
 Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
 was required to submit such files).

 Yes

 No

 by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
 company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
 "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
 an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
 with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
 of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
 public accounting firm that prepared or issued its audit report.

 If
 securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
 included in the filing reflect the correction of an error to previously issued financial statements.

 by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
 received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 Yes

 No

 The
aggregate market value of Class A units held by non-affiliates of the registrant as of June 30, 2024 was approximately $ 194,332,491,
based on the closing sale price reported for such date on the NYSE American. Class A units held by each executive officer, director and
holder of more than 5% of the registrant's Class A units have been excluded based on the assumption that such persons may be deemed
to be affiliates. These assumptions should not be deemed to constitute an admission that such persons are affiliates, or that there are
not other persons who may be deemed to be affiliates, of the registrant. The registrant's Class B units and Class M unit are not listed on a national securities exchange or traded
in an organized over-the-counter market.

 As
of March 28, 2025, the registrant had 3,668,388
Class A units, 100,000
Class B units and one
Class M unit outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 TABLE
OF CONTENTS

 Page

 Item 1. Business

 Item 1A. Risk Factors

 Item 1B. Unresolved Staff Comments

 Item 1C. Cybersecurity

 Item 2. Properties

 Item 3. Legal Proceedings

 Item 4. Mine Safety Disclosures

 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6. Reserved

 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 Item 8. Financial Statements and Supplementary Data

 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

 Item 9A. Controls and Procedures

 Item 9B. Other Information

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10. Directors, Executive Officers and Corporate Governance

 Item 11. Executive Compensation

 Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters

 Item 13. Certain Relationships and Related Transactions, and Director Independence

 Item 14. Principal Accountant Fees and Services

 Item 15. Exhibits and Financial Statement Schedules

 Item 16. Form 10-K Summary

 Signatures

 Forward-Looking
Statements

 This
Annual Report on Form 10-K (this "Form 10-K") contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), which reflect the current views of Belpointe PREP, LLC, a Delaware limited liability company (together
with its subsidiaries, the "Company," "we," "us," or "our") with respect to, among other
things, our future results of operations and financial performance. In some cases, you can identify forward-looking statements by words
such as "anticipate," "approximately," "believe," "continue," "could," "estimate,"
"expect," "intend," "may," "outlook," "plan," "potential," "predict,"
"seek," "should," "will," and "would" or the negative version of these words or other
comparable words or statements that do not relate strictly to historical or factual matters. By their nature, forward-looking statements
speak only as of the date they are made, are not statements of historical fact or guarantees of future performance and are subject to
risks, uncertainties, assumptions or changes in circumstances that are difficult to predict or quantify, in particular due to rising
interest rates, increasing inflation and recent instability in the banking system, and the projected impact of such factors on our business,
financial performance and operating results. Our expectations, beliefs and projections are expressed in good faith, and we believe there
is a reasonable basis for them. However, there can be no assurance that management's expectations, beliefs and projections will
result or be achieved, and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.

 There
are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from the forward-looking
statements contained in this Form 10-K, including, among others, the risks set forth in Item 1A. "Risk Factors" and Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations," as well as from time to
time in our other filings with the U.S. Securities and Exchange Commission ("SEC"). A summary of principal risk factors that
make investing in our securities risky and that may cause actual results to differ materially are set forth below:

 the
 impact of macroeconomic trends, such as international trade relations, the rate of unemployment, energy prices, tariffs,
 immigration, taxes, interest rates, the rate of inflation, the availability of credit and the general U.S. regulatory environment;

 adverse
 developments in the availability of desirable investment opportunities whether due to competition, regulation or otherwise;

 general
 political, economic and competitive conditions in the United States;

 the
 level and volatility of prevailing interest rates and credit spreads;

 the
 net asset value ("NAV") per Class A unit that we publish may not necessarily reflect changes in our NAV that are not
 immediately quantifiable;

 general
 volatility of the capital markets and the market price of our Class A units;

 adverse
 changes in the real estate and real estate capital markets;

 the
 impact of tighter credit underwriting standards for banks and financial institutions that provide construction financing;

 difficulties
 or delays in completing projects on budget and on schedule;

 difficulties
 or delays in raising sufficient proceeds in our ongoing public offering to fund our projects;

 geographic
 concentration of our investments;

 in the rules and regulations relating to the Tax Cuts and Jobs Act of 2017, including the qualified opportunity zone regulations
 and Section 199A of the Internal Revenue Code of 1986, as amended (the "Code") and the regulations adopted thereunder;

 our
 ability to comply with the rules and regulations relating to investing in qualified opportunity zones;

 limited
 ability to dispose of assets because of the relative illiquidity of real estate investments;

 intense
 competition in the real estate market that may limit our ability to attract or retain tenants or re-lease space;

 defaults
 on or non-renewal of leases by tenants;

 increased
 operating costs;

 our
 failure to obtain necessary outside financing;

 decreased
 rental rates or increased vacancy rates;

 difficulties
 in identifying properties to acquire and in consummating real estate acquisitions, developments, joint ventures and dispositions;

 our
 failure to successfully operate acquired properties and operations;

 exposure
 to liability relating to environmental and health and safety matters;

 in real estate and zoning laws and increases in real property tax rates;

 any
 market deterioration that causes the value of our real estate investments to decline;

 our
 failure to maintain our status as a publicly traded partnership and qualified opportunity fund;

 failure
 of acquisitions to yield anticipated results;

 risks
 associated with derivatives or hedging activity;

 our
 level of debt and the terms and limitations imposed on us by our debt agreements;

 the
 need to invest additional equity in connection with debt refinancings as a result of reduced asset values;

 our
 ability to retain our executive officers and other key personnel of Belpointe, LLC (our "Sponsor"), Belpointe PREP Manager,
 LLC (our "Manager") and their affiliates;

 expected
 rates of return provided to investors;

 the
 ability of our Sponsor, Manager and their affiliates to source, originate and service our investments, and the quality and performance
 of those investments;

 legislative
 or regulatory changes impacting our business or our investments;

 in business conditions and the market value of our investments, including changes in interest rates, prepayment risk, operator or
 borrower defaults or bankruptcy, and generally the increased risk of loss if our investments fail to perform as expected;

 our
 ability to implement effective conflicts of interest policies and procedures among the various real estate investment programs sponsored
 by our Sponsor;

 our
 compliance with applicable local, state and federal laws, including the Investment Advisers Act of 1940, as amended, the Investment
 Company Act of 1940, as amended, and other laws;

 difficulty
 in successfully managing our growth, including integrating new assets into our existing systems; and

 to accounting principles generally accepted in the United States of America, or policy changes from standard-setting bodies such
 as the Financial Accounting Standards Board, the SEC, the Internal Revenue Service, the NYSE American and other authorities that
 we are subject to.

 We
caution you that the risks, uncertainties and other factors referenced above may not contain all of the risks, uncertainties and other
factors that are important to you. There may be other factors that cause our actual results to differ materially from any forward-looking
statements, including factors discussed in Item 7. "Management's Discussion and Analysis of Financial Condition
and Results of Operations" of this Form 10-K, as such factors may be updated from time to time in our periodic filings with
the SEC, which are accessible on the SEC's website at www.sec.gov. You should evaluate all forward-looking statements made
in this Form 10-K in the context of these risks and uncertainties. In addition, we cannot assure you that we will realize the results,
benefits or developments that we expect or anticipate or, even if substantially realized, that they will result in the consequences or
affect us or our business in the way expected. In light of the significant uncertainties inherent in these forward-looking statements,
the inclusion of this information should not be regarded as a representation by us or any other person that our plans, strategies and
objectives, which we consider to be reasonable, will be achieved. All forward-looking statements in this Form 10-K apply only as of the
date made and are expressly qualified in their entirety by the cautionary statements included in this Form 10-K and in other filings
we make with the SEC. We undertake no obligation to publicly update or revise any forward-looking statements to reflect subsequent events
or circumstances, except as required by law.

 PART
I

 Item
1. Business.

 In
this Annual Report on Form 10-K (this "Form 10-K"), unless context otherwise requires, references to "we," "us,"
"our," "Belpointe" or the "Company" refer to Belpointe PREP, LLC, a Delaware limited liability company,
its operating companies, Belpointe PREP OC, LLC, a Delaware limited company, and Belpointe PREP TN OC, LLC, a Delaware limited company
(each an "Operating Company" and, together, the "Operating Companies"), and each of the Operating Companies'
subsidiaries, taken together.

 History
and Development of the Company

 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, 2023, we issued 2,372,289 Class A units in our Primary
Offering, raising net offering proceeds of $233.5 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.

 For
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, 2024, we have raised aggregate gross offering cash proceeds of $357.3
million.

 Overview
of our Business and Operations

 We
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 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.

 All
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
of our Operating Companies, either directly or indirectly through their subsidiaries. We are externally managed by Belpointe PREP Manager,
LLC (our "Manager"), which is an affiliate of our sponsor, Belpointe, LLC (our "Sponsor").

 Our
Manager

 We
are externally managed by our Manager, Belpointe PREP Manager, LLC, and, pursuant to the terms of a management agreement between us,
our Operating Companies and our Manager (the "Management Agreement"), our Manager manages our day-to-day operations, implements
our investment objectives and strategy and performs certain services for us, subject to oversight by our board of directors (our "Board").
Subject to the limitations set forth in our Amended and Restated Limited Liability Company Operating Agreement (our "Operating
Agreement"), a team of investment and asset management 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.

 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.

 Our
Sponsor

 Our
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
experience in the acquisition, development and ownership of real estate and, as of December 31, 2024, its affiliates have facilitated
or originated 13 real estate assets with aggregate purchase prices and construction costs of approximately $400 million. Our Sponsor's
financial management division also currently manages over $5 billion in public securities.

 Our
Investment Objectives and Investment Strategy

 Our
primary investment objectives are:

 to
 preserve, protect and return your capital contribution;

 to
 pay attractive and consistent cash distributions over the long term;

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

 to
 realize growth in the value of our investments.

 We
cannot assure you that we will achieve our investment objectives. See Item 1A. "Risk Factors."

 Our
initial investments consist of and are expected to continue to consist of properties located in qualified opportunity zones for the development
or redevelopment of multifamily, student housing, senior living, healthcare, industrial, self-storage, hospitality, office, mixed-use,
data centers and solar projects located throughout the United States and its territories. We also anticipate identifying, acquiring,
developing or redeveloping and managing a wide range of commercial real estate properties located throughout the United States and its
territories, including, but not limited to, real estate-related assets, such as commercial real estate loans and mortgages, and debt
and equity securities issued by other real estate-related companies, as well as making private equity acquisitions and investments, and
opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses, with the goal of increasing
distributions and capital appreciation.

 Our
investment guidelines delegate to our Manager discretion and authority to execute acquisitions and dispositions of investments (including
the reinvestment of capital basis and gains), 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. We may, at any time and without member approval, cease to be a qualified
opportunity fund and acquire assets that do not qualify as qualified opportunity zone investments. Furthermore, there are no prohibitions
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.

 Qualified
Opportunity Zone Program

 The
opportunity zone program is a community development program established by the Tax Cuts and Jobs Act of 2017 to encourage new long-term
investment in low-income urban and rural communities nationwide. The opportunity zone program provides a tax incentive for investors
to re-invest their unrealized capital gains into qualified opportunity funds dedicated to investing in "qualified opportunity zones."
Qualified opportunity zones are census tracts identified and nominated by the chief executives of every state and territory of the United
States ( e.g., state governors) and designated by the Secretary of the Treasury.

 There
are more than 8,700 qualified opportunity zones throughout the United States and its territories.

 A
"qualified opportunity fund" is generally defined as an investment vehicle that is taxed as a corporation or partnership
for U.S. federal income tax purposes and organized to invest in, and at least 90% of its assets consist of, qualified opportunity zone
property (the "90% Asset Test"). A qualified opportunity fund must determine whether it meets the 90% Asset Test on each
of (i) the last day of the first six-month period of its taxable year, and (ii) the last day of its taxable year (each a "Test
Date").

 The
opportunity zone regulations allow a qualified opportunity fund to apply the 90% Asset Test without taking into account any investments
received in the 6-month period preceding the Test Date, provided those investments are (i) received (a) solely in exchange for stock
by a qualified opportunity fund that is a corporation, or (b) as a contribution by a qualified opportunity fund that is a partnership,
and (ii) held continuously from the fifth business day after the exchange or contribution, as applicable, through the Test Date in cash,
cash equivalents or debt instruments with a term of 18 months or less.

 Subject
to a one-time six-month cure period, for each month following a Test Date in which a qualified opportunity fund fails to meet the 90%
Asset Test it will incur a penalty equal to (a) the excess of 90% of the fund's aggregate assets over the aggregate amount of qualified
opportunity zone property held by the fund, multiplied by (b) the short-term federal interest rate plus 3%. However, notwithstanding
a qualified opportunity fund's failure to meet the 90% Asset Test, no penalty will be imposed if the fund demonstrates that its
failure is due to reasonable cause.

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

 An
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
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.

 All
individuals and entities that recognize capital gains for U.S. federal income tax purposes are eligible to elect to defer their capital
gains by investing in a qualified opportunity fund within the applicable 180-day period. This includes natural persons as well as entities
such as corporations, regulated investment companies, real estate investment trusts ("REITs"), partnerships and other pass-through
entities (including, certain common trust funds, qualified settlement funds, and disputed ownership funds). Eligible investors must make
deferral elections on Form 8949, Sales 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 the capital gain 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 investors 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. Eligible investors who have not properly followed the
instructions for Form 8997, Initial and Annual Statement of Qualified Opportunity Fund (QOF) Investments, may receive a Letter
6502, Reporting Qualified Opportunity Fund (QOF) Investments, or a Letter 6503, Annual Reporting of Qualified Opportunity Fund
(QOF) Investments, from the Internal Revenue Service ("IRS") if the IRS is missing information, the investor entered
invalid information, or the requirements to maintain a qualifying investment have not been followed. Eligible investors 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.

 An
eligible investor may elect to increase the tax basis with respect to its qualified opportunity fund investment interest to the fair
market value of the investment interest, and similarly may elect to exclude from income gains from sales of non-inventory assets by the
qualified opportunity fund, if the investor holds the qualified opportunity fund investment interest for a period of ten years or more
prior to the date of sale, 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 qualified opportunity fund investment interest. This benefit
will not be available with respect to sales or exchanges after December 31, 2047.

 Our
Investments

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

 1991
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. We
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.

 In
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.

 Aster
& 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.

 Situated
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.

 1991
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%.

 1991
Main Construction Loan

 On
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.

 1991
Main Interest Rate Cap

 As
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.

 1991
Main Mezzanine Loan

 On
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. 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, 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.

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

 1900
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.

 1000
First Avenue North and 900 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").
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.

 Viv
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
office.

 Viv
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. It features direct access to downtown amenities such
as public parking, restaurants, museums and cultural sites.

 In
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 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.

 St.
Petersburg placed 42 nd on Niche's 2024 Best Cities to Live in America list, earning an Overall Niche Grade of "A."
St. 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. Downtown St. 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. The Tampa-St. 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).
The St. Petersburg area also includes a branch of St. Petersburg College and the University of South Florida St. Petersburg and is home
to two professional sports teams, the Tampa Bay Rays (Major League Baseball) and the Tampa Bay Rowdies (United Soccer League Championship).

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 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 is subject to a GMP of $140.5 million.

 1000
First Construction Loan

 On
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
1000 First. 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.

 1000
First Interest Rate Cap

 As
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.

 1701,
1702 and 1710 Ringling Boulevard – Sarasota, Florida – 1701 Ringling Boulevard ("1701 Ringling") and 1710
Ringling Boulevard ("1710 Ringling") make up a 1.6-acre site, consisting of a six-story office building and a parking lot
which we acquired for an aggregate purchase price of $7.0 million, inclusive of transaction costs. We currently anticipate that 1701
Ringling will be renovated into a modern office building, consisting of approximately 80,000 square feet of rentable space, with 1710
Ringling consisting of an approximately 128-space parking lot. Upon acquiring 1701 Ringling, we entered into a new lease agreement with
the existing tenant covering approximately 42,000 square feet for an initial term of 20 years, and several lease extension options.

 1702
Ringling Boulevard ("1702 Ringling" and, together with 1701 Ringling and 1710 Ringling, "1701-1710 Ringling")
is a 0.327-acre site consisting of a fully-leased, single-story 1,546 gross square foot single-tenant office building and associated
parking lot, which we acquired for an aggregate purchase price of $1.5 million, inclusive of transaction costs. We currently anticipate
holding 1702 Ringling for future multifamily development.

 1701-1710
Ringling is located within the historic downtown Sarasota area along Ringling Boulevard, a major two-way arterial road, with good access
to the surrounding Sarasota market, as well as easy access to Interstate 75 and the greater Tampa-St Petersburg area. 1701-1710 Ringling
is located in a high foot traffic area close to a number of popular restaurants and retail establishments.

 497-501
Middle Turnpike and Cedar Swamp Road – Storrs, Connecticut – 497-501 Middle Turnpike ("497-501 Middle")
is an approximately 60.0-acre site, consisting of approximately 30 acres of former golf course and approximately 30 acres of wetlands,
some of which includes walking trails. We acquired a majority ownership interest in CMC Storrs SPV, LLC ("CMC"), the holding
company for 497-501 Middle, for an initial capital contribution of $3.8 million.

 We
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.

 Cedar
Swamp Road ("Cedar Swamp Road") is a 1.1-acre site immediately adjacent to 497-501 Middle, which we acquired for a purchase
price of $0.3 million, inclusive of transaction costs. 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. New & World Report ("U.S. News")
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.

 On
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.

 1700
Main Street – Sarasota, Florida – 1700 Main Street ("1700 Main") is a 1.3-acre site, consisting of a former
gas station, a three-story office building with parking lot and a two-story retail building, which we acquired for an aggregate purchase
price of $6.9 million, inclusive of transaction costs. We currently anticipate that 1700 Main will be redeveloped into an 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.

 U.S.
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 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.

 1700
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.

 690/1106
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.

 1130
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.

 1400
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 restaurant.

 Storrs
Road – Storrs, Connecticut – Storrs Road ("Storrs Road") is a 9.0-acre parcel of land near UConn,
which we acquired for an aggregate purchase price of $0.1 million, inclusive of transaction costs. We currently anticipate holding Storrs
Road for future multifamily development.

 1750
Storrs Road – Storrs, Connecticut – 1750 Storrs Road ("1750 Storrs") is an approximately 19.0-acre
development site near UConn, which we acquired for an aggregate purchase price of $5.5 million, inclusive of transaction costs.

 We
currently anticipate that 1750 Storrs will be developed into a multifamily mixed-use development, featuring one-bedroom, two-bedroom
and three-bedroom apartments. Amenities are anticipated to include a clubhouse, with state-of-the-art fitness center, chef's kitchen
and more.

 901-909
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.

 Joint
Venture and Other Co-Ownership Arrangements

 Each
of our assets has either an affiliate of our Sponsor or Manager, such as Belpointe SP, LLC ("Belpointe SP"), or their respective
affiliates (together with Belpointe SP, the "Belpointe SP Group"), or an independent third party, or any combination of the
foregoing, as the sponsor or co-sponsor, general partner or co-general partner, manager or co-manager, developer or co-developer of the
investment (each an "Investment Partner"), and our role, in general, is as a passive investor.

 Entering
into joint venture investments aligns our interests with the interests of our Investment Partner for the benefit of the holders of our
Class A units by leveraging of our capital resources and our Investment Partner's extensive industry relationships and significant
acquisition, development and management expertise to: (i) achieve potentially greater returns on our invested capital; (ii) diversify
our access to investment opportunities; and (iii) promote our brand and potentially increase our market share.

 Borrowing
Policy

 We
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.

 Our
targeted aggregate property-level leverage, excluding any debt at the Company level or on assets under development or redevelopment,
after we have acquired a substantial portfolio of stabilized commercial real estate, is between 50-70% of the greater of the cost (before
deducting depreciation or other non-cash reserves) or the fair market value of our assets. During the period when we are acquiring, developing
and redeveloping our investments, we may employ greater leverage on individual assets. An example of property-level leverage is a mortgage
loan secured by an individual property or portfolio of properties incurred or assumed in connection with our acquisition of such property
or portfolio of properties. An example of debt at the Company level is a line of credit obtained by us or our Operating Companies.

 Our
Manager may from time to time modify our leverage policy in its discretion in light of then-current economic conditions, relative costs
of debt and equity capital, market values of our assets, general conditions in the market for debt and equity securities, growth and
acquisition opportunities or other factors. For an overview of our borrowings, see Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources."

 Disposition
Policies

 The
period that we will hold our investments will vary depending on a number of factors, including the type of investment, interest rates
and economic and market conditions. Our Manager's investment committee will develop a well-defined exit strategy for each investment
we make and will periodically perform a hold-sell analysis to determine the optimal holding period for generating strong returns. As
each of our investments reach what we believe to be its maximum value we will consider disposing of the investment and may do so for
the purpose of either distributing the net sale proceeds to holders of our Class A units or investing the proceeds in other investments
that we believe may produce a higher overall future return. However, we may sell any or all of our investments before or after their
anticipated holding period if, in the judgment of our Manager's investment committee, selling the investment is in our best interest.

 The
determination of when a particular investment should be sold or otherwise disposed of will be made after consideration of all relevant
factors, including prevailing and projected economic and market conditions, whether the value of the investment is anticipated to change
substantially, whether we could apply the proceeds from the sale to make other investments consistent with our investment objectives
and strategy, whether disposition of the investment would allow us to increase cash flow, and whether the sale of the investment would
impact our intended qualification as a publicly traded partnership and qualified opportunity fund.

 Taxation
of the Company

 We
have been treated as a partnership for U.S. federal income tax purposes since our tax year ended December 31, 2020. We currently intend
to manage our affairs so that we continue to meet the requirements for classification as a partnership. If our Manager determines that
it is no longer in our best interests to continue as a partnership for U.S. federal income tax purposes, our Manager may elect to treat
us as an association or as a publicly traded partnership taxable as a corporation for U.S. federal (and applicable state) income tax
purposes. If we elect to be taxable as a corporation for U.S. federal (and applicable state) income tax purposes, we may also elect to
qualify and be taxed as a REIT.

 Generally,
an entity that is treated as a partnership for U.S. federal income tax purposes is not a taxable entity and incurs no U.S. federal income
tax liability. Rather, each partner is required to take into account its allocable share of items of income, gain, loss and deduction
of the partnership in determining its U.S. federal income tax liability, regardless of whether cash distributions are made. Distributions
of cash by a partnership to a partner are not taxable unless the amount of cash distributed to a partner is in excess of the partner's
adjusted basis in its partnership interest.

 Notwithstanding
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 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
register under the Investment Company Act of 1940, as amended.

 Government
Regulation

 Our
operations are subject, in certain instances, to supervision and regulation by federal, state and local governmental authorities, and
may be subject to various laws, regulations and judicial and administrative decisions imposing various requirements and restrictions,
including, among others, (i) federal and state securities laws and regulations, (ii) federal, state and local tax laws and regulations,
(iii) state and local laws relating to real property, (iv) federal, state and local environmental laws, ordinances and regulations, and
(v) various laws relating to housing, including rent control and stabilization laws, the Fair Housing Amendment Act of 1988 and Americans
with Disabilities Act of 1990, among others.

 Compliance
with the federal, state and local laws is not expected to have a material adverse effect on our business, assets or results of operations,
and we do not expect to incur material expenditures to comply with the laws and regulations to which we are subject.

 Competition

 We
face competition from various entities for investment opportunities, including other qualified opportunity funds, REITs, Delaware statutory
trusts, pension funds, insurance companies, private equity and other alternative investment funds and companies, partnerships and developers.
In addition to third-party competitors, we may compete for investment opportunities with other programs sponsored by our Sponsor and
its affiliates, especially those with investment strategies similar to our own.

 Most
of our current and potential competitors have significantly more financial, technical, marketing and other resources than we do. Larger
competitors may also enjoy significant advantages that result from, among other things, a lower cost of capital and enhanced operating
efficiencies. In addition, the number of entities and the amount of funds competing for investment opportunities may increase over time.
Any such increase would result in a greater demand for investment opportunities and could result in our acquiring assets and investments
at higher prices or using less than ideal capital structures.

 In
the face of such competition, we expect to greatly benefit from our Manager's access to our Sponsor's investment and operating
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 provides us with our own
competitive advantage and helps us source, evaluate and compete for investment opportunities.

 Human

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

 We,
our Manager and our Sponsor are a party to an employee and cost sharing agreement (the "Employee and Cost Sharing Agreement")
pursuant to which our Sponsor provides our Manager with access to portfolio management, asset valuation, risk management and asset management
services, as well as administration services addressing legal, compliance, investor relations and information technologies necessary
for the performance by our Manager of its duties under the Management Agreement. Pursuant to the Management Agreement, our Manager or
one or more of its affiliates is entitled to receive expense reimbursements and a quarterly management fee. Pursuant to the Employee
and Cost Sharing Agreement, our Sponsor or one or more of its affiliates is entitled to receive expense reimbursements and our Manager's
allocable share of employment costs incurred by the Sponsor.

 Available
Information

of our Class A units may obtain copies of our filings with the SEC, free of charge, from the SEC's website, www.sec.gov,
or from our website, www.belpointeoz.com.

 The
contents of our website are solely for informational purposes and the information on our website is not part of or incorporated by reference
into this Form 10-K.

 From
time to time we may use our website as a distribution channel for material company information, accordingly investors should monitor
our website in addition to following our press releases and SEC filings.

 Item
1A. Risk Factors.

 You
should carefully consider the following material risks in addition to the other information contained in this Form 10-K. The occurrence
of any of the following risks might have a material adverse effect on our business and financial condition. The risks and uncertainties
discussed below are not the only ones we face but do represent those risks and uncertainties that we believe are most significant to
our business, operating results, prospects, and financial condition. Some statements in this Form 10-K, including statements in the following
risk factors, constitute forward-looking statements. Please refer to the section entitled "Forward-Looking Statements." As
used herein, the term "you" refers to our current unitholders or potential investors in our Class A units, as applicable.

 Risks
Related to our Organizational Structure

 We
have a limited operating history, and the prior performance of our Sponsor or other real estate investment opportunities sponsored by
our Sponsor may not predict our future results.

 We
have a limited operating history, and we may not be able to achieve our investment objectives. As of the year ended December 31, 2024,
we had 17 qualified opportunity zone investments in three states and are primarily reliant on the proceeds derived from our public offerings
and any financing that might be provided by our Sponsor or its affiliates to fund our operations. We cannot assure you that the past
experiences of our Sponsor or its affiliates will be sufficient to allow us to successfully achieve our investment objectives.

 In
addition, there can be no assurance that we will be able to successfully identify, make and realize any additional investments or generate
returns for our investors. Furthermore, there can be no assurance that our investors will receive any distributions. These factors increase
the risk that your investment may not generate returns comparable to other real estate investment alternatives.

 We
have only held our investments for a limited period of time, and you will not have the opportunity to evaluate our future investments
before we make them, which makes your investment more speculative.

 We
have only held our investments for a limited period of time and are not able to provide you with any information to assist you in evaluating
the merits of any specific properties or real estate-related investments that we may acquire, except for investments that may be described
in one or more filings that we make with the U.S. Securities and Exchange Commission ("SEC"). We will continue to seek to
invest substantially all of the net offering proceeds from our Public Offerings, and any other offerings that we may conduct, after the
payment of fees and expenses, in the acquisition of or investment in real estate and real estate-related assets, including commercial
real estate loans and mortgages, and debt and equity securities issued by other real estate companies, as well as select private equity
investments, and opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses. However,
because you will be unable to evaluate the economic merit of our investments before we make them, you will have to rely entirely on the
ability of our Manager to select suitable and successful investment opportunities. There can be no assurance that our Manager will be
successful in obtaining suitable investments or that, if such investments are made, our investment objectives will be achieved. Furthermore,
our Manager has broad discretion in selecting investments, and you will not have the opportunity to evaluate potential investments. These
factors increase the risk that your investment may not generate returns comparable to other investment alternatives.

 Our
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
be sustained.

 Our
Class A units are listed on the NYSE American under the symbol "OZ," however, an active, liquid and orderly market for
our Class A units may not be sustained. Further, because we are a qualified opportunity fund eligible investors 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 sale of which is treated as a capital gain) with an unrelated person by reinvesting those gains into our Class A units
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.

 If
we are unable to raise sufficient proceeds in our ongoing Public Offerings, 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
investment objectives or pay distributions.

 Our
ability to achieve our investment objectives and to pay distributions depends, in part, on our ability to fund our existing projects
and on the ability of our Manager to find additional suitable and successful investment opportunities for us. 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
all of our existing projects or to make additional suitable investments. At the same time, the more money we raise in our Public Offerings,
and any other offerings that we may conduct, the greater our challenge will be to invest all of the net offering proceeds in investments
that meet our investment criteria. Our investments consist of and are expected to continue to consist of properties located in qualified
opportunity zones for the development or redevelopment of multifamily, student housing, senior living, healthcare, industrial, self-storage,
hospitality, office, mixed-use, data centers and solar projects (collectively, "the qualified opportunity zone investments")
located throughout the United States and its territories. We also anticipate identifying, acquiring, developing or redeveloping and managing
a wide range of commercial real estate properties located throughout the United States and its territories, including, but not limited
to, real estate-related assets, such as commercial real estate loans and mortgages, and debt and equity securities issued by other real
estate-related companies, as well as making private equity acquisitions and investments, and opportunistic acquisitions of other qualified
opportunity funds and qualified opportunity zone businesses, with the goal of increasing distributions and capital appreciation. We cannot
assure you that our Manager will be successful in locating and obtaining additional suitable qualified opportunity zone investments or
that, if our Manager makes additional qualified opportunity zone investments on our behalf, our objectives will be achieved. What's
more, increased competition from other opportunity zone funds as well as any prospective legislative or regulatory changes related to
qualified opportunity zone investments, may make it more difficult for our Manager to make suitable qualified opportunity zone investments.
If we, through our Manager, are unable to find suitable investments promptly, we may invest in short-term, investment-grade obligations
or accounts in a manner that is consistent with our qualification as a publicly traded partnership and qualified opportunity fund. If
we would continue to be unsuccessful in locating suitable investments, we may ultimately decide to liquidate. In the event we are unable
to timely locate suitable investments, we may be unable or limited in our ability to pay distributions and we may not be able to meet
our investment objectives.

 Our
ability to deploy the capital we raise in our Public Offerings may be constrained.

 We
may have difficulty identifying and purchasing suitable properties on attractive terms. In addition, increased competition from other
opportunity zone funds, a lack of suitable qualified opportunity zone investment opportunities or other market-related constraints, may
also make it more difficult for our Manager to deploy the capital we raise in our Public Offerings. Therefore, there could be a delay
between the time we receive net proceeds from the sale of our Class A units in our Public Offerings and the time we invest the net proceeds.
This could cause a substantial delay in the time it takes for your investment to realize its full potential return and could adversely
affect our ability to pay regular distributions of cash flow from operations to you. If we fail to timely invest the net proceeds of
our Public Offerings, our results of operations and financial condition may be adversely affected.

 Our
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. 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.

 Valuations
and appraisals of our real estate and real estate assets are estimates of fair value and may not necessarily correspond to realizable
value, in addition it may be difficult to reflect, fully and accurately, material events that impact our NAV.

 Our
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),
based on: (a) market capitalization rates, comparable transaction information, interest rates, adjusted net operating income; (b) with
respect to debt, default rates, discount rates and loss severity rates; (c) for commercial real estate properties that have development
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; (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).

 We
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.

 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 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.

 Our
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
quarter.

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

 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. In
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.

 Our
Sponsor does not hold a significant amount of our equity, and therefore may not be as strongly incentivized to avoid losses as a sponsor
who holds a significant equity investment, and as a result you may be more likely to sustain a loss on your investment.

 Our
Sponsor, Belpointe, LLC, and an affiliate of our Sponsor have acquired 100 of our Class A units in connection with our formation for
net proceeds to us of $10,000. Accordingly, our Sponsor will have very little exposure to a loss in the value of our Class A units. Without
this exposure, you may be at a greater risk of loss because our Sponsor does not have as much to lose from a decrease in the value of
our Class A units as a sponsor who makes a more significant equity investment would.

 Our
Sponsor currently sponsors and will in the future sponsor other investment programs some of which may compete with us.

 Our
Sponsor has previously sponsored two real estate funds and a qualified opportunity fund with investment criteria similar to ours. Our
Sponsor and its affiliates will in the future sponsor other investment programs, some of which may compete with us or have similar investment
criteria to our own, and there are no limits or restrictions on the right of our Sponsor, or any of its affiliates, including our Manager,
to engage in any other business or sponsor any other investment programs of any kind.

 Our
Manager and its affiliates have little or no experience managing a portfolio of assets in the manner necessary to maintain our qualification
as a publicly traded partnership and qualified opportunity fund or our exclusion or exemption from registration under the Investment
Company Act.

 In
order to maintain our intended qualification as a publicly traded partnership and qualified opportunity fund and our exclusion or exemption
from registration under the Investment Company Act of 1940, as amended (the "Investment Company Act"), our assets and investments
may be subject to certain restrictions that could limit our operations meaningfully. The publicly traded partnership rules and regulations,
Opportunity Zone Regulations (as hereinafter defined) and exclusions and exemptions from registration under the Investment Company Act
are highly technical and complex, and our failure to comply with the requirements and limitations imposed by these rules and regulations
could prevent us from qualifying as a publicly traded partnership or qualified opportunity fund or could force us to pay unexpected taxes
and penalties. Our Manager and its affiliates have little or no experience managing assets and investments in the manner necessary to
maintain our intended qualification as a publicly traded partnership and qualified opportunity fund or our exclusion or exemption from
registration under the Investment Company Act. This inexperience may hinder our ability to achieve our objectives, result in our failing
to achieve or losing of our qualification as a publicly traded partnership or qualified opportunity fund or our exclusion or exemption
from registration under the Investment Company Act. As a result, we cannot assure you that we will be able to successfully operate as
a publicly traded partnership and qualified opportunity fund, comply with regulatory requirements applicable to publicly traded partnerships
and qualified opportunity funds, maintain our exclusion or an exemption from registration under the Investment Company Act, or execute
our business strategies.

 Any
adverse changes in our Sponsor's financial health, or our Sponsor's or our relationship with our Manager or its affiliates
could hinder our operating performance.

 We,
our Operating Companies, and our Manager have entered into a Management Agreement pursuant to which our Manager manages our day-to-day
operations, implements our investment objectives and strategy and performs certain services for us, subject to oversight by our Board.

 We,
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.

 This
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.

 If
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.

 Our
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
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 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.

 The
Management Agreement with our Manager was not negotiated with an unaffiliated third party on an arm's length basis and may not
be as favorable to us as if it had been negotiated with an unaffiliated third party.

 Our
Management Agreement with our Manager was negotiated between related parties and its terms, including fees payable, may not be as favorable
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.

 We
do not have an exclusive management arrangement with our Manager.

 We
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.

 Terminating
the Management Agreement for unsatisfactory performance by our Manager or electing not to renew the Management Agreement may be difficult,
and, even if we elect not to renew or terminate the Management Agreement, our Manager will continue to hold our Class B units.

 Terminating
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. We may only terminate the Management Agreement (i)
for "cause," (ii) upon the bankruptcy of our Manager, or (iii) upon a material breach of the Management Agreement by our
Manager. "Cause" is defined in the Management Agreement to mean fraud or willful malfeasance, gross negligence, the commission
of a felony or a material violation of applicable law, in each case that has or could reasonably be expected to have a material adverse
effect on us. Following the initial term, the Management Agreement will automatically renew for an unlimited number of three-year terms
unless we elect not to renew or terminate it by providing our Manager with 180 days' prior notice. We will review and evaluate
our Manager's performance under the Management Agreement at least 180 days prior to each renewal term.

 Upon
any termination or non-renewal of the Management Agreement by us or any termination of the Management Agreement by our Manager for our
breach of the Management Agreement, our Manager will be entitled to receive its prorated management fee through the expiration or termination
date and will be paid a termination fee equal to six times the annual management fee earned by our Manager during the 12-month period
ended as of the last day of the quarter immediately preceding the termination date (the "Termination Fee"); however, if less
than 12 months have elapsed as of the termination date, the Termination Fee will be calculated by annualizing the management fee earned
during the most recently completed quarter prior to the termination date.

 In
addition, upon any termination or non-renewal of the Management Agreement, our Manager will continue to hold 100% of our Class B units,
which entitle our Manager to 5% of any gain recognized by or distributed to the Company or recognized by or distributed from the Operating
Companies or any subsidiary. As a result, any time we recognize operating gain (excluding depreciation) or receive a distribution, whether
from continuing operations, net sale proceeds, refinancing transactions or otherwise, our Manager is entitled to receive 5% of the aggregate
amount of such gain or distribution, regardless of whether the holders of our Class A units have received a return of their capital.
The allocation and distribution rights that our Manager is entitled to with respect to its Class B units may not be amended, altered
or repealed, and the number of authorized Class B units may not be increased or decreased, without the consent of our Manager. Accordingly,
for so long as our Manager continues to hold our Class B units, it will be entitled to receive 5% of the aggregate amount of any operating
gain (excluding depreciation) that we recognize or distribution that we receive.

 If
we pay distributions from sources other than our cash flow from operations, we will have less funds available for investments and your
overall return may be reduced. Likewise, funding distributions from the sale of additional securities will dilute your interest in us
on a percentage basis and may impact the value of our Class A units.

 While
our goal is to pay distributions from cash flow from operations, we may, at the discretion of our Manager, subject to Board oversight,
use other sources to fund distributions, including, without limitation, the sale of assets, borrowings in anticipation of future operating
cash flow, net proceeds of our Public Offerings, and any other offerings that we may conduct, cash advances by our Manager, cash resulting
from a waiver of fees or reimbursements due to our Manager or the issuance of additional securities. We will only fund distributions
by a return of capital following the sale of assets, unless otherwise determined by our Manager in its discretion. Funding distributions
from the sales of assets, borrowings, return of capital or proceeds of this offering will result in us having less funds available to
make investments. As a result, the return you realize on your investment may be reduced. Doing so may also negatively impact our ability
to generate cash flows. Likewise, funding distributions from the sale of additional securities will dilute your interest in us on a percentage
basis and may impact the value of our Class A units. We can provide no assurances that future cash flow will support payment of distributions
or maintaining distributions at any level, if at all.

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

 Under
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 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. Holders of
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
investment guidelines delegate broad discretion to our Manager and our Board does not approve each investment and financing decision
made by our Manager.

 Our
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 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.

 We
may change our investment strategy and guidelines without member consent.

 Our
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 also periodically review our portfolio of commercial real estate assets, 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. We may, at any time and without member approval, change our investment strategy and guidelines or cease to be a
qualified opportunity fund and acquire assets that do not qualify as qualified opportunity zone investments, which could result in our
voluntary or involuntary decertification as a qualified opportunity fund, further resulting in an inclusion event and the recognition
of any tax deferred on account of your investment.

 Our
Operating Agreement contains provisions that substantially limit remedies available to holders of our units for actions that might otherwise
result in liability for our officers, directors, or Manager.

 While
our Operating Agreement provides that our officers and directors have fiduciary duties equivalent to those applicable to officers and
directors of a Delaware corporation under the Delaware General Corporation Law, our Operating Agreement also provides that our officers
and directors are liable to us or holders of our units for an act or omission only if such act or omission constitutes a breach of the
duties owed to us or the holders of our units, as applicable, by any such officer or director and such breach is the result of (i) willful
malfeasance, gross negligence, the commission of a felony or a material violation of law, in each case that has or could reasonably be
expected to have a material adverse effect on us or (ii) fraud. Furthermore, our Operating Agreement provides that our Sponsor will not
have any liability to us or any holder of our units for any act or omission and is indemnified in connection therewith.

 Under
our Operating Agreement, we, our Board and our Manager are each entitled to take actions or make decisions in our "sole discretion"
or "discretion" or that we each deem "necessary or appropriate" or "necessary or advisable." In those
circumstances, we, our Board and our Manager are entitled to consider only such interests and factors as we each desire, including our
own interests, and we have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting
any others of us or any holder of the Company's units, and neither we, our Board nor our Manager will be subject to any different
standards imposed by our Operating Agreement, the Delaware Limited Liability Company Act or under any other law, rule or regulation or
in equity, except that we each must act in good faith at all times. These modifications of fiduciary duties are expressly permitted by
Delaware law. These modifications restrict the remedies available to the holders of our units for actions that, without such modifications,
may constitute breaches of duty (including fiduciary duty).

claims that may be brought against the Company or our Sponsor, Manager, directors, officers, or other agents must be resolved by final
and binding arbitration, which follows a different set of procedures and may be more restrictive than litigation.

 Our
Operating Agreement provides that all claims, controversies, or disputes brought by or on behalf of one or more of our members, record
holders or beneficial owners of our units against the Company or our Sponsor, Manager or any of our directors, officers or other agents
must be resolved by final and binding arbitration. As a result, we and our members, record holders and beneficial owners of our units
will not be able to pursue litigation in federal or state court against the Company or our Sponsor, Manager or any of our directors,
officers, or other agents, and instead will be required to pursue such claims through a final and binding arbitration proceeding.

 Our
Operating Agreement provides that such arbitration proceedings would generally be conducted in accordance with the rules and policies
of the American Arbitration Association. These rules and policies may provide significantly more limited rights than litigation in a
federal or state court. In addition, our Operating Agreement provides that all arbitration proceedings will be closed to the public and
confidential, that discovery will be limited to matters directly relevant to issues in the proceeding, and that the parties waive the
right to a jury. Our Operating Agreement also generally provides that each party to an arbitration proceeding is required to bear its
own expenses, including attorneys' fees, that the arbitrator may not render an award that includes shifting of costs or expenses
or, in a derivative case, award any portion of the Company's award to any other party or other party's attorneys and that
all arbitrations must take place on an individual basis. The mandatory arbitration provisions of our Operating Agreement may discourage
our members, record holders or beneficial owners of our units from bringing, and attorneys from agreeing to represent such parties in,
claims against the Company or our Sponsor, Manager or any of our directors, officers, or other agents. Any person or entity purchasing
or otherwise acquiring or holding any interest in our units shall be deemed to have notice of and to have consented to our mandatory
arbitration provisions.

 The
mandatory arbitration provisions of our Operating Agreement do not relieve us of our duties to comply with, and our members, record holders
and beneficial owners of our units cannot waive our compliance with, the federal securities laws and the rules and regulations thereunder.
We believe that the mandatory arbitration provisions in our Operating Agreement are enforceable under both federal and state law, including
with respect to federal securities law claims, however, there is uncertainty as to their enforceability and it is possible that they
may ultimately be determined to be unenforceable.

 Our
Operating Agreement designates the United States District Court for the Southern District of New York or, if that court does not have
jurisdiction, the state courts of New York located in the borough of Manhattan, City of New York, as the sole and exclusive forum for
certain claims precluded from resolution pursuant to the mandatory arbitration provision of our Operating Agreement.

 Our
Operating Agreement provides that all claims, controversies or disputes brought by or on behalf of one or more of our members, record
holders or beneficial owners of our units against the Company or our Sponsor, Manager or any of our directors, officers or other agents
that are precluded from resolution by mandatory arbitration, must be brought before the United States District Court for the Southern
District of New York or, if that court does not have jurisdiction, the state courts of New York located in the borough of Manhattan,
City of New York, as the sole and exclusive forum for such preclude claim.

 The
portion of our exclusive forum selection provision designating the state courts of New York located in the borough of Manhattan, City
of New York, as the exclusive forum for certain claims precluded from arbitration would not apply to claims brought to enforce a duty
or liability created by the Exchange Act, as such claims fall under the exclusive jurisdiction of the federal courts, however the portion
of our forum selection provision designating the United States District Court for the Southern District of New York would apply to any
such claims. Our exclusive forum selection provision would apply to claims brought to enforce a duty or liability created by the Securities
Act. The exclusive forum selection provision in our Operating Agreement may discourage our members, record holders or beneficial owners
of our units from bringing, and attorneys from agreeing to represent such parties in, claims against the Company or our Sponsor, Manager
or any of our directors, officers, or other agents. Any person or entity purchasing or otherwise acquiring or holding any interest in
our units shall be deemed to have notice of and to have consented to our exclusive forum selection provision.

 The
exclusive forum selection provision of our Operating Agreement does not relieve us of our duties to comply with, and our members, record
holders and beneficial owners of our units cannot waive our compliance with, the federal securities laws and the rules and regulations
thereunder. We believe that the exclusive forum selection provision in our Operating Agreement is enforceable under both federal and
state law, including with respect to federal securities law claims, however, there is uncertainty as to its enforceability and it is
possible that it may ultimately be determined to be unenforceable.

of our Class A units have limited voting rights and may be bound by a majority or supermajority vote or by a vote of the holder of our
Class M unit, as applicable.

 We
are owned by the holders of our Class A units, Class B units and Class M unit. Each Class A unit and each Class B unit entitles the holder
thereof to one vote per unit. The Class M unit entitles the holder thereof to that number of votes equal to the product obtained by multiplying
(i) the sum of aggregate number of outstanding Class A units plus Class B units, by (ii) 10, on matters on which the holder of our Class
M unit has a vote.

 The
holders of our Class A units and Class B units have voting rights only with respect to certain matters, primarily relating to amendments
to our Operating Agreement that would adversely change the rights of the Class A units or Class B units, as applicable, election of our
directors (other than the Class M Director (as hereinafter defined)), removal of our directors for "cause" (other than the
Class M Director), and our dissolution. Generally, matters to be voted on by the holders of our Class A units must be approved by a majority
of the votes cast by all Class A units and Class B units, voting together as a single class, that are present in person or represented
by proxy, although the vote to remove a director for "cause" requires a super-majority, four-fifths vote. If any vote occurs,
you will be bound by the majority or supermajority vote, as applicable, even if you did not vote with the majority or supermajority.

 Our
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.

 If
we internalize our management functions, your interest in us could be diluted, and we could incur other significant costs associated
with being self-managed.

 We
are externally managed by our Manager, who is an affiliate of our Sponsor. We may in the future decide to internalize our management
function and, should we elect do so, we may acquire our Manager's or its affiliates', including our Sponsor's, assets
and personnel. We, our Operating Companies, and our Manager have entered into a Management Agreement. The terms of the Management Agreement
restrict us from hiring or soliciting any employee of our Manager or its affiliates, including our Sponsor, for a period of two years
from termination of the Management Agreement. In addition, upon any termination or non-renewal of the Management Agreement by us our
Manager will be entitled to receive its prorated management fee through the expiration or termination date and will be paid a Termination
Fee equal to six times the annual management fee earned by our Manager during the 12-month period ended as of the last day of the quarter
immediately preceding the termination date; however, if less than 12 months have elapsed as of the termination date, the Termination
Fee will be calculated by annualizing the management fee earned during the most recently completed quarter prior to the termination date.
These provisions could make it costly or difficult for us to internalize management without incurring Termination Fees or acquiring assets
and personnel from our Manager and its affiliates, including our Sponsor, for consideration that would be negotiated at the time of any
such acquisition. Any Termination Fees we incur would be paid in cash and any consideration we pay for acquiring assets and personnel
could take many forms, including issuance of units or cash payments, which could directly impact our NAV, by reducing the amount of our
assets, or result in the dilution of your interest in us. If we internalize management, we will no longer pay management fees to our
Manager, however, our direct expenses, such as the compensation and benefits costs and expenses associated with having officers and other
employees and consultants, would increase. In addition, we may issue equity awards to officers, employees and consultants, which awards
would decrease our net income and funds from operations and may further dilute your investment.

 We
will incur additional costs and expenses associated with maintaining our status as a publicly traded partnership and operating as an
Exchange Act reporting company.

 We
will incur additional costs and expenses associated with, maintaining our status as a publicly traded partnership and operating as an
Exchange Act reporting company. Costs and expenses that we will incur, include, without limitation, those associated with the preparation
and filing of annual and quarterly reports, federal and state tax returns, Schedule K-1 preparation and distribution, investor relations,
registrar and transfer agent fees, director compensation, accounting and audit fees and incremental insurance costs, including director
and officer liability insurance. It is possible that actual costs and expenses associated with maintain our status as a publicly traded
partnership and operating as an Exchange Act reporting company will be higher than we currently estimate and we may require additional
capital or future earnings to cover these costs and expenses, which could materially and adversely affect our business, results of operations,
financial condition, and cash flows.

 We
are not required to comply with certain reporting and disclosure requirements that are applicable to other public companies.

 We
are an "emerging growth company," as defined in the Jump Start Our Business Startups Act of 2012 ("JOBS Act").
As an emerging growth company, we have elected to take advantage of certain exemptions from various reporting and disclosure requirements
that are applicable to public companies that are not emerging growth companies. For so long as we remain an emerging growth company,
we will not be required to:

 have
 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");

 submit
 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 2010; or

 disclose
 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.

 In
addition, the JOBS Act provides that an emerging growth company may take advantage of an extended transition period for complying with
new or revised accounting standards that have different effective dates for public and private companies. This means that an emerging
growth company can delay adopting certain accounting standards until such standards are otherwise applicable to private companies. We
have elected to take advantage of the extended transition period. Since we will not be required to comply with new or revised accounting
standards on the relevant dates on which adoption of such standards is required for other public companies, our financial statements
may not be comparable to the financial statements of companies that comply with public company effective dates. If we were to subsequently
elect to comply with these public company effective dates, such election would be irrevocable pursuant to Section 107 of the JOBS Act.

 We
will remain an emerging growth company for up to five years, or until the earliest of (i) the last date of the fiscal year during which
we had total annual gross revenues of $1.07 billion or more, (ii) the date on which we have, during the previous three-year period, issued
more than $1.07 billion in non-convertible debt, or (iii) the date on which we are deemed to be a "large accelerated filer"
as defined under Rule 12b-2 under the Exchange Act.

 Also,
even once we are no longer an emerging growth company, we still may not be subject to auditor attestation requirements of Section 404(b)
of the Sarbanes-Oxley Act unless we meet the definition of a large accelerated filer or an accelerated filer under Section 12b-2 of the
Exchange Act. In addition, so long as we are externally managed by our Manager and we do not directly compensate our executive officers,
or reimburse our Manager or its affiliates for the compensation paid to persons who serve as our executive officers, we do not expect
to include disclosures relating to executive compensation in our periodic reports or proxy statements and, as a result, do not expect
to be required to seek member approval of executive compensation and golden parachute compensation arrangements pursuant to Sections
14A(a) and (b) of the Exchange Act.

 If
we fail to maintain effective disclosure controls and procedures or internal controls over financial reporting, we may not be able to
accurately and timely make our required disclosures or report our financial results.

 Effective
disclosure controls and procedures and internal controls over financial reporting are necessary for us to provide reliable disclosures
and financial reports, adequately detect and prevent misstatements and fraud, and operate successfully. If we cannot provide reliable
disclosures and financial reports or detect and prevent misstatements and fraud, our reputation and operating results may be harmed.

 We
are continuing to develop and refine our disclosure controls and procedures and improve our internal controls over financial reporting.
We have expended, and anticipate that we will continue to expend, significant resources in order to maintain and improve the effectiveness
of our disclosure controls and procedures and internal control over financial reporting. However, any disclosure controls and procedures
or internal controls over financial reporting that we put into place, no matter how well designed and operated, can only provide reasonable
assurance of achieving their objectives.

 As
a result of the inherent limitations in the design of any system of controls, our disclosure controls and procedures and internal controls
over financial reporting may not detect or prevent all misstatements and fraud, and we cannot assure you that there will not be significant
deficiencies or material weaknesses in our disclosure controls and procedures and internal control over financial reporting in future
periods. Moreover, for so long as we are an emerging growth company, we will not be required to have an auditor attestation report on
our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act and we cannot assure you that the
systems and processes that we have put into place to evaluate and test our disclosure controls and procedures and internal controls over
financial reporting so as to allow management to report on their effectiveness will be consistently adequate. If our disclosure controls
and procedures and internal control over financial reporting prove to be ineffective and if we are not able to adequately remediate any
deficiencies, investors may lose confidence in our disclosures and reported financial information, which could materially and adversely
affect our business.

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

 We
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.

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

 If
we are required to register as an investment company under the Investment Company Act, we would become subject to substantial regulation
with respect to our capital structure (including our ability to use borrowings), management, operations, transactions with affiliated
persons (as defined in the Investment Company Act), and portfolio composition, including disclosure requirements and restrictions with
respect to diversification and industry concentration, and other matters. Compliance with the Investment Company Act would, accordingly,
limit our ability to make certain investments and require us to significantly restructure our business plan. If we were required to register
as an investment company but failed to do so, we could be prohibited from engaging in our business, and criminal and civil actions could
be brought against us.

 We
enter into joint ventures, partnerships, co-tenancies and other co-ownership arrangements or participations with affiliates of our Sponsor
and Manager, including Belpointe SP, LLC.

 All
of our assets are and will continue to be held by, and all of our operations are and will continue to be conducted through our Operating
Companies, either directly or indirectly through subsidiaries. To expand our investment portfolio, we will continue to enter into joint
ventures, partnerships, co-tenancies and other co-ownership arrangements or participations with affiliates of our Sponsor and Manager,
such as Belpointe SP, LLC ("Belpointe SP"), or its affiliates (together with Belpointe SP, the "Belpointe SP Group"),
as well as independent developers and owners.

 We
have and will continue to acquire interests in properties where a member of the Belpointe SP Group will act as general partner or co-general
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
formats:

 A
 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.

 A
 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.

 A
 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.

 Our
 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.

 Our
 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.

 Our
 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.

 Any
membership interests that members of the Belpointe SP Group hold in our joint venture investments in their capacity as a general partner,
manager or managing member will be exempt from paying any promotes.

 Under
these joint venture arrangements, members of the Belpointe SP Group, their development affiliates and co-development partners will be
entitled to receive project level fees, reimbursement by the joint ventures for fees and expenses, their promoted interest on a deal-by-deal
basis and other fees. If a joint venture includes third party limited partners or non-managing members, in addition to a directly or
indirectly owned subsidiary of one of our Operating Companies, the general partner, manager or managing member of that joint venture,
including members of the Belpointe SP Group, will receive a promoted interest on capital invested by all limited partners or non-managing
members, however the promoted interest on third-party limited partners' or non-managing members' capital may be different
from the promoted interest on our capital.

 We
may make a substantial amount of joint venture investments, including with affiliates of our Manager and Sponsor, such as members of
the Belpointe SP Group. Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance
on the financial condition of our joint venture partners and disputes between us and our joint venture partners.

 We
may co-invest in joint ventures with affiliates of our Manager and Sponsor, including members of the Belpointe SP Group, or third parties
in partnerships or other entities that own real estate properties. We may acquire non-controlling interests in joint ventures. Even if
we have some control in a joint venture, we would not be in a position to exercise sole decision-making authority regarding the joint
venture. Investments in joint ventures may, under certain circumstances, involve risks not present were another party not involved, including
the possibility that joint venture partners might become bankrupt, fail to fund their required capital contributions or commit fraud
or other bad acts. Joint venture partners may have economic or other business interests or goals that are inconsistent with our business
interests or goals and may be in a position to take actions contrary to our policies or objectives. Such investments may also have the
potential risk of impasses on decisions, such as a sale, because neither we nor the joint venture partner would have full control over
the joint venture. Disputes between us and joint venture partners may result in litigation or arbitration that would increase our expenses
and prevent our officers and directors from focusing their time and effort on our business. Consequently, actions by or disputes with
joint venture partners might result in subjecting properties owned by the joint venture to additional risk. In addition, we may in certain
circumstances be liable for the actions of our joint venture partners.

 If
we have a right of first refusal to buy out a joint venture partner, we may be unable to finance such a buy-out if it becomes exercisable
or we are required to purchase such interest at a time when it would not otherwise be in our best interest to do so. If our interest
is subject to a buy/sell right, we may not have sufficient cash, available borrowing capacity or other capital resources to allow us
to elect to purchase an interest of a joint venture partner subject to the buy/sell right, in which case we may be forced to sell our
interest as the result of the exercise of such right when we would otherwise prefer to keep our interest. In some joint ventures we may
be obligated to buy all or a portion of our joint venture partner's interest in connection with a crystallization event, and we
may be unable to finance such a buy-out when such crystallization event occurs, which may result in interest or other penalties accruing
on the purchase price. If we buy our joint venture partner's interest, we will have increased exposure in the underlying investment.
The price we use to buy our joint venture partner's interest or sell our interest is typically determined by negotiations between
us and our joint venture partner and there is no assurance that such price will be representative of the value of the underlying property
or equal to our then-current valuation of our interest in the joint venture that is used to calculate our NAV. Finally, we may not be
able to sell our interest in a joint venture if we desire to exit the venture for any reason or if our interest is likewise subject to
a right of first refusal of our joint venture partner, our ability to sell such interest may be adversely impacted by such right. Joint
ownership arrangements with affiliates of our Manager and Sponsor, including members of the Belpointe SP Group, may also entail further
conflicts of interest. Some additional risks and conflicts related to our joint venture investments (including joint venture investments
with our Manager, Sponsor and members of the Belpointe SP Group) include:

 the
 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;

 tax,
 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;

 the
 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;

 under
 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 of us;

 under
 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; and

 our
 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.

 Furthermore,
we may have conflicting fiduciary obligations if we acquire properties with our affiliates or other related entities; as a result, in
any such transaction we may not have the benefit of arm's-length negotiations of the type normally conducted between unrelated
parties.

 Operational
risks may disrupt our business, result in losses or limit our growth.

 We
rely heavily on our Sponsor's financial, accounting, communications and other data processing systems. Such systems may fail to
operate properly or become disabled as a result of tampering or a breach of the network security systems or otherwise. In addition, such
systems are from time to time subject to cyberattacks. Breaches of our Sponsor's network security systems could involve attacks
that are intended to obtain unauthorized access to our proprietary information or personal identifying information of holders of our
Class A units, destroy data or disable, degrade or sabotage our systems, often through the introduction of computer viruses, cyberattacks
and other means and could originate from a wide variety of sources, including unknown third parties outside of our Sponsor. Although
our Sponsor takes various measures to ensure the integrity of such systems, there can be no assurance that these measures will provide
protection. If such systems are compromised, do not operate properly or are disabled, we could suffer financial loss, a disruption of
our businesses, liability to investors, regulatory intervention or reputational damage.

 In
addition, we rely on third-party service providers for certain aspects of our business, including for certain information systems, technology
and administration. Any interruption or deterioration in the performance of these third parties or failures of their information systems
and technology could impair the quality of our operations and could affect our reputation and hence adversely affect our business.

 If
our techniques for managing risk are ineffective, we may be exposed to unanticipated losses.

 In
order to manage the significant risks inherent in our business, we must maintain effective policies, procedures and systems that enable
us to identify, monitor and control our exposure to market, operational, legal and reputational risks. Our risk management methods may
prove to be ineffective due to their design or implementation or as a result of the lack of adequate, accurate or timely information.
If our risk management efforts are ineffective, we could suffer losses or face litigation and sanctions or fines from regulators.

 Our
techniques for managing risks may not fully mitigate the risk exposure in all economic or market environments, or against all types of
risk, including risks that we might fail to identify or anticipate. Any failures in our risk management techniques and strategies to
accurately quantify such risk exposure could limit our ability to manage risks or to seek positive, risk-adjusted returns. In addition,
any risk management failures could cause fund losses to be significantly greater than historical measures predict.

 Risks
Related to our Assets and Investments

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

 Our
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.

 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. The current U.S.
federal government's ongoing changes to U.S. 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. 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.

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

 We
face competition from various entities for investment opportunities, including other qualified opportunity funds, REITs, Delaware statutory
trusts, pension funds, insurance companies, private equity and other alternative investment funds and companies, partnerships and developers.
In addition to third-party competitors, other programs sponsored by our Sponsor and its affiliates, especially those with investment
strategies that are similar to our own, may compete with us for investment opportunities.

 Most
of our current or potential competitors have significantly more financial, technical, marketing and other resources than we do. Larger
competitors may also enjoy significant advantages that result from, among other things, a lower cost of capital and enhanced operating
efficiencies. In addition, the number of entities and the amount of funds competing for suitable investments may increase over time.
Any such increase would result in greater demand for investment opportunities and could result in our acquiring assets and investments
at higher prices or using less-than-ideal capital structures. If we pay higher prices for our assets and investments, our returns could
be lower and the value of our assets and investments may not appreciate or may decrease significantly below the prices paid, and you
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
"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 are vigorously defending the matter.

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

 The
real estate industry is cyclical in nature, and a deterioration of real estate fundamentals generally, and in the areas where our properties
are located in particular, will have an adverse effect on the performance of our investments. The value of real estate assets and real
estate-related investments can fluctuate for various reasons. The following factors, among others, may adversely affect the real estate
industry, including our properties, and could therefore adversely impact our financial condition and results of operations:

 interest
 rate fluctuations and lack of availability of financing;

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

 persistent
 inflation;

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

 disease
 outbreaks;

 acts
 of war, cyberattacks or terrorism;

 bank
 liquidity;

 increases
 in borrowing rates;

 in environmental and zoning laws;

 fluctuations
 in energy costs;

 overbuilding
 and increased competition for properties targeted by our investment strategy;

 future
 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;

 casualty
 or condemnation losses;

 bankruptcy,
 financial difficulty or lease default of a major tenant;

 regulatory
 limitations on rent;

 increased
 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;

 natural
 disasters, severe weather patterns and similar events;

 declines
 in consumer confidence and spending; and

 public
 perception that any of the above events may occur.

 All
of these factors are beyond our control. Moreover, certain significant expenditures associated with real estate (such as real estate
taxes, maintenance costs and, where applicable, mortgage payments) have no relationship with, and thus do not diminish in proportion
to, a reduction in income from the property. Any negative changes in these factors could impair our ability to meet our obligations and
make distributions to holders of our Class A units and could adversely impact our ability to effectively achieve our investment objectives
and reduce the overall returns on our investments.

 Real
estate investments are subject to general industry downturns as well as downturns in specific geographic regions. We cannot predict occupancy
levels for a particular property or whether any tenant or mortgage or other real estate related loan borrower will remain solvent. We
also cannot predict the future value of our investments. Accordingly, we cannot guarantee that you will receive cash distributions.

 Real
estate investments are subject to general downturns in the industry as well as downturns in specific geographic regions. For example,
as of the date of this Form 10-K, a majority of our investments are located in Florida. Historically Florida has been at greater risk
of acts of nature such as hurricanes and tropical storms and has been subject to more pronounced real estate downturns than other regions.
Accordingly, our business, financial condition and results of operations may be particularly susceptible to downturns or changes in the
local Florida economies where we operate. Moreover, we cannot predict occupancy levels for a particular property or whether any tenant
or mortgage or other real estate related loan borrower will remain solvent. We also cannot predict the future value of our investments.
Accordingly, we cannot guarantee that you will receive cash distributions.

 There
are significant risks associated with the development or redevelopment of our real estate investments that may prevent their completion
on budget and on schedule and which may adversely affect our financial condition and results of operations.

 We
may engage in extensive development or redevelopment activities with respect to our real estate investments, including, without limitation,
grading and installing roads, sidewalks, gutters, utility improvements (such as storm drains, water, gas, sewer, power and communications),
landscaping and shared amenities (such as community buildings, neighborhood parks, trails and open spaces). Such development and redevelopment
activities entail risks that could adversely impact our financial condition and results of operations, including:

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

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

 supply
 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;

 federal,
 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;

 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;

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

 claims
 for injuries that occur in the course of construction activities;

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

 health
 and safety incidents and site accidents;

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

 labor
 shortages, slowdowns or interruptions;

 compliance
 with environmental planning and protection regulations and related legal proceedings;

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

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

 acts
 of war, cyberattacks or terrorism; and

 weather-related
 and geological interference, including landslides, earthquakes, floods, drought, wildfires and other events, which may result in
 delays or increased costs.

 We
cannot assure you that projects will be completed on schedule or that construction costs will not exceed budgeted amounts. Failure to
complete development or redevelopment activities on budget or on schedule may adversely affect our financial condition and results of
operations.

 Our
Manager's due diligence may not reveal all factors or risks affecting an investment.

 There
can be no assurance that our Manager's due diligence processes will uncover all relevant facts that would be material to an investment
decision. Before making an investment, our Manager will assess the strength of the underlying asset and any other factors that it believes
are material to the performance of the investment. In making the assessment and otherwise conducting customary due diligence, our Manager
will rely on the resources available to it and, in some cases, investigations by third parties.

 Actual
rents we receive may be less than estimated, operating expenses may be higher than anticipated and we may experience a decline in rental
rates from time to time, any of which could adversely affect our financial condition, results of operations and cash flow.

 As
a result of potential factors, including competitive pricing pressure in our markets, a general economic downturn and the desirability
of our properties compared to other properties in our markets, we may be unable to realize our estimated market rents across the properties
in our portfolio or operating expenses at properties in our portfolio may be higher than anticipated. In addition, depending on market
rental rates at any given time as compared to expiring leases on properties in our portfolio, from time-to-time rental rates for expiring
leases may be higher than starting rental rates for new leases. If we are unable to obtain sufficient rental rates across our portfolio,
or operating expenses are higher than anticipated, our ability to generate cash flow growth will be negatively impacted.

 Properties
that have significant vacancies could be difficult to sell, which could diminish the return on these properties.

 A
property may incur vacancies either by the expiration of tenant leases or the continued default of tenants under their leases. If vacancies
continue for a long period of time, we may suffer reduced revenues resulting in less cash available for distributions. In addition, the
resale value of the property could be diminished because the market value of our properties will depend principally upon the value of
the cash flow generated by the leases associated with that property. Such a reduction in the resale value of a property could also reduce
the value of your investment.

 Further,
a decline in general economic conditions in the markets in which our investments are located or in the U.S. generally could lead to an
increase in tenant defaults, lower rental rates, and less demand for commercial real estate space in those markets. As a result of these
trends, we may be more inclined to provide leasing incentives to our tenants in order to compete in a more competitive leasing environment.
Such trends may result in reduced revenue and lower resale value of properties.

 We
may enter into long-term leases with tenants in certain properties, which may not result in fair market rental rates over time.

 We
may enter into long-term leases with tenants of certain of our properties or include renewal options that specify a maximum rate increase.
These leases often provide for rent to increase over time; however, if we do not accurately judge the potential for increases in market
rental rates, we may set the terms of these long-term leases at levels such that, even after contractual rent increases, the rent under
our long-term leases is less than then-current market rates. Further, we may have no ability to terminate those leases or to adjust the
rent to then-prevailing market rates. As a result, our cash available for distributions could be lower than if we did not enter into
long-term leases.

properties that we acquire may not have efficient alternative uses and we may have difficulty leasing them to new tenants or have to
make significant capital expenditures to get them to do so.

properties that we acquire may be difficult to lease to new tenants, should the current tenant terminate or choose not to renew its lease.
These properties will generally have received significant tenant-specific improvements and only very specific tenants may be able to
use such improvements, making the properties very difficult to re-lease in their current condition. Additionally, an interested tenant
may demand that, as a condition of executing a lease for the property, we finance and construct significant improvements so that the
tenant could use the property. This expense may decrease cash available for distribution, as we likely would have to (i) pay for the
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.

 The
success of our investments materially depends on the financial stability of our tenants. A default or termination by a tenant on its
lease payments to us would cause us to lose the revenue associated with such lease and require us to find an alternative source of revenue
to meet mortgage payments and prevent a foreclosure if the property is subject to a mortgage. In the event of a tenant default or bankruptcy,
we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment and re-leasing
our property. If a tenant defaults on or terminates a lease, we may be unable to lease the property for the rent previously received
or sell the property without incurring a loss. These events could cause us to reduce the amount of distributions we pay.

 If
any of our significant tenants were adversely affected by a material business downturn or were to become bankrupt or insolvent, our results
of operations could be adversely affected.

 General
and regional economic conditions may adversely affect our major tenants and potential tenants in our markets. Our major tenants may experience
a material business downturn, which could potentially result in a failure to make timely rental payments or a default under their leases.
In many cases, through tenant improvement allowances and other concessions, we will have made substantial up-front investments in the
applicable leases that we may not be able to recover. In the event of a tenant default, we may experience delays in enforcing our rights
and may also incur substantial costs to protect our investments.

 The
bankruptcy or insolvency of a major tenant or lease guarantor may adversely affect the income produced by our properties and may delay
our efforts to collect past due balances under the relevant leases and could ultimately preclude collection of these sums altogether.
If a lease is rejected by a tenant in bankruptcy, we would have only a general unsecured claim for damages that is limited in amount
and which may only be paid to the extent that funds are available and in the same percentage as is paid to all other holders of unsecured
claims.

 If
any of our significant tenants were to become bankrupt or insolvent, suffer a downturn in their business, default under their leases,
fail to renew their leases or renew on terms less favorable to us than their current terms, our results of operations and cash flow could
be adversely affected.

 We
expect to acquire primarily qualified opportunity zone investments, with a focus on markets with favorable risk-return characteristics.
If our investments in these geographic areas experience adverse economic conditions, our investments may lose value and we may experience
losses.

 Our
initial investments consist of and are expected to continue to consist of properties located in qualified opportunity zones for the development
or redevelopment of multifamily, student housing, senior living, healthcare, industrial, self-storage, hospitality, office, mixed-use,
data centers and solar projects located throughout the United States and its territories. These qualified opportunity zone investments
will carry the risks associated with certain markets where we acquire properties. Consequently, we may experience losses as a result
of being overly concentrated in certain geographic areas. A worsening of economic conditions in U.S. markets and, in particular, the
markets where we end up acquiring properties, could have an adverse effect on our business and could impair the value of our collateral.

 Actions
of any joint venture partners that we may have in the future could reduce the returns on joint venture investments and decrease your
overall investment return.

 We
enter into joint ventures to acquire properties and other assets and investments. We may also purchase and develop properties in joint
ventures or in partnerships, co-tenancies or other co-ownership arrangements. Such investments may involve risks not otherwise present
with other methods of investment, including, for example, the risks:

 that
 our co-venturer, co-tenant or partner in an investment could become insolvent or bankrupt;

 that
 our co-venturer, co-tenant or partner in an investment could engage in certain bad acts, such as fraud or intentional misrepresentation,
 intentional waste, willful misconduct, criminal acts, misappropriation of funds, that would increase our expenses or result in other
 liabilities to us;

 that
 such co-venturer, co-tenant or partner may at any time have economic or business interests or goals that are or that become inconsistent
 with our business interests or goals;

 that
 such co-venturer, co-tenant or partner may be delegated certain "day-to-day" property operating procedures;

 that
 such co-venturer, co-tenant or partner may be in a position to act contrary to our instructions or requests or contrary to our policies
 or objectives; or

 that
 disputes between us and our co-venturer, co-tenant or partner may result in litigation or arbitration that would increase our expenses
 and prevent our officers and directors from focusing their time and effort on our operations.

 Any
of the above might subject an investment to liabilities in excess of those contemplated and thus reduce our returns on that investment
and the value of your investment.

 We
intend to seek opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses.

 We
intend to seek opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses using our equity
as transaction consideration. These acquisitions will involve significant challenges and risks, including, without limitation, regulatory
complexities associated with integrating other qualified opportunity funds and qualified opportunity zone businesses into our organizational
structure in a manner that is consistent with our intended qualification as a publicly traded partnership and qualified opportunity fund,
new regulatory requirements and compliance risks that we may become subject to as a result of acquisitions, unforeseen or hidden liabilities
or costs that may adversely affect our NAV following such acquisitions, and the risk that any of our proposed acquisitions do not close.
Any of these challenges could disrupt our ongoing operations, increase our expenses and adversely affect our results of operations and
financial condition.

 Costs
imposed pursuant to governmental laws and regulations may reduce our net income and the cash available for distributions.

 Real
property and the operations conducted on real property are subject to federal, state and local laws and regulations relating to protection
of the environment and human health. We could be subject to liability in the form of fines, penalties or damages for noncompliance with
these laws and regulations. These laws and regulations generally govern wastewater discharges, air emissions, the operation and removal
of underground and above-ground storage tanks, the use, storage, treatment, transportation and disposal of solid and hazardous materials,
the remediation of contamination associated with the release or disposal of solid and hazardous materials, the presence of toxic building
materials and other health and safety-related concerns.

 Some
of these laws and regulations may impose joint and several liability on the tenants, owners or operators of real property for the costs
to investigate or remediate contaminated properties, regardless of fault, whether the contamination occurred prior to purchase, or whether
the acts causing the contamination were legal. Activities of our tenants, the condition of properties at the time we buy them, operations
in the vicinity of our properties, such as the presence of underground storage tanks, or activities of unrelated third parties may affect
our properties.

 The
presence of hazardous substances, or the failure to properly manage, insure, bond over, or remediate these substances, may hinder our
ability to sell, rent or pledge such property as collateral for future borrowings. Any material expenditures, fines, penalties or damages
we must pay will reduce our ability to make distributions and may reduce the value of your investment.

 The
costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating
any contaminated property or of paying personal injury or other damage claims could reduce the amounts available for distributions.

 Under
various federal, state and local environmental laws, ordinances and regulations, a current or previous real property owner or operator
may be liable for the cost of removing or remediating hazardous or toxic substances on, under or in such property. These costs could
be substantial. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of
such hazardous or toxic substances. Environmental laws also may impose liens on property or restrictions on the manner in which property
may be used or businesses may be operated, and these restrictions may require substantial expenditures or prevent us from entering into
leases with prospective tenants that may be impacted by such laws. Environmental laws provide for sanctions for noncompliance and may
be enforced by governmental agencies or, in certain circumstances, by private parties. Certain environmental laws and common law principles
could be used to impose liability for the release of and exposure to hazardous substances, including asbestos-containing materials and
lead-based paint. Third parties may seek recovery from real property owners or operators for personal injury or property damage associated
with exposure to released hazardous substances and governments may seek recovery for natural resource damage. The costs of defending
against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property,
or of paying personal injury, property damage or natural resource damage claims could reduce the amounts available for distribution to
you.

 We
expect that all of our properties will be subject to Phase I environmental assessments at the time they are acquired; however, such assessments
may not provide complete environmental histories due, for example, to limited available information about prior operations at the properties
or other gaps in information at the time we acquire the property. A Phase I environmental assessment is an initial environmental investigation
to identify potential environmental liabilities associated with the current and past uses of a given property. If any of our properties
were found to contain hazardous or toxic substances after our acquisition, the value of our investment could decrease below the amount
paid for such investment.

 Costs
associated with complying with the Americans with Disabilities Act may decrease cash available for distributions.

 Our
properties may be subject to the Americans with Disabilities Act of 1990, as amended (the "ADA"). Under the ADA, all places
of public accommodation are required to comply with federal requirements related to access and use by disabled persons. The ADA has separate
compliance requirements for "public accommodations" and "commercial facilities" that generally require that buildings
and services be made accessible and available to people with disabilities. The ADA's requirements could require removal of access
barriers and could result in the imposition of injunctive relief, monetary penalties or, in some cases, an award of damages. Any funds
used for ADA compliance will reduce our net income and the amount of cash available for distributions to you.

 Uninsured
losses relating to real property or excessively expensive premiums for insurance coverage could reduce our cash flows and the amounts
available for distributions.

 There
are types of losses, generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, floods, hurricanes,
pollution or environmental matters, that are uninsurable or not economically insurable, or may be insured subject to limitations, such
as large deductibles or co-payments. Insurance risks associated with potential acts of terrorism could sharply increase the premiums
we pay for coverage against property and casualty claims. Additionally, mortgage lenders in some cases insist that commercial property
owners purchase coverage against terrorism as a condition for providing mortgage loans. Such insurance policies may not be available
at reasonable costs, if at all, which could inhibit our ability to finance or refinance our properties. In such instances, we may be
required to provide other financial support, either through financial assurances or self-insurance, to cover potential losses. We may
not have adequate coverage for such losses. If any of our properties incurs a casualty loss that is not fully insured, the value of our
assets will be reduced by any such uninsured or under insured loss, which may reduce the value of your investment. In addition, other
than any working capital reserve or other reserves we may establish, we have no source of funding to repair or reconstruct any uninsured
or under insured property. Also, to the extent we must pay unexpectedly large amounts for insurance, we could suffer reduced earnings
that would result in lower distributions to you.

 Many
of our investments are illiquid and we may not be able to vary our portfolio in response to changes in economic and other conditions.

 Many
factors that are beyond our control affect the market for commercial real estate, real estate-related assets and private equity investments
and could affect our ability to sell assets and investments for the price, on the terms or within the time frame that we desire. These
factors include general economic conditions, the availability of financing, interest rates and other factors, including supply and demand.
Because commercial real estate, real estate-related assets and private equity investments are relatively illiquid, we have a limited
ability to vary our portfolio in response to changes in economic or other conditions. Further, before we can sell an investment on the
terms we want, it may be necessary to expend funds to improve our investments. However, we can give no assurance that we will have the
funds available make such improvements. As a result, we expect many of our investments will be illiquid, and if we are required to liquidate
all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded our
investments and our ability to vary our portfolio in response to changes in economic and other conditions may be relatively limited,
which could adversely affect our results of operations and financial condition.

 Declines
in the market values of our investments may adversely affect results of operations and credit availability, which may reduce earnings
and, in turn, cash available for distributions.

 A
decline in the market value of our assets may adversely affect us particularly in instances where we have borrowed money based on the
market value of those assets. If the market value of those assets decline, the lender may require us to post additional collateral to
support the loan. If we were unable to post the additional collateral, we may have to sell assets at a time when we might not otherwise
choose to do so. A reduction in credit available may reduce our earnings and, in turn, cash available for distributions.

 Further,
credit facility providers may require us to maintain a certain amount of cash reserves or to set aside unlevered assets sufficient to
maintain a specified liquidity position, which would allow us to satisfy our collateral obligations. As a result, we may not be able
to leverage our assets as fully as we would choose, which could reduce our return on equity. In the event that we are unable to meet
these contractual obligations, our financial condition could deteriorate rapidly.

 Market
values of our investments may decline for a number of reasons, such as changes in prevailing market capitalization rates, increases in
market vacancy, or decreases in market rents.

 If
we sell a property by providing financing to the purchaser, we will bear the risk of default by the purchaser, which could delay or reduce
the cash available for distributions.

 If
we decide to sell any of our properties, we intend to use our best efforts to sell them for cash; however, in some instances, we may
sell our properties by providing financing to purchasers. When we provide financing to a purchaser, we will bear the risk that the purchaser
may default, which could reduce our cash available for distributions. Even in the absence of a purchaser default, the distribution of
the proceeds of the sale to holders of our Class A units, or the reinvestment of the proceeds in other assets, will be delayed until
the promissory note or other property we may accept upon a sale are actually paid, sold, refinanced or otherwise disposed.

 Risks
Related to Conflicts of Interest

 There
are conflicts of interest between us, our Manager, and its affiliates.

 Our
executive officers, Brandon Lacoff and Martin Lacoff, are executive officers of our Manager and its affiliates, including our Sponsor.
Prevailing market rates are determined by our Manager based on industry standards and expectations of what our Manager would be able
to negotiate with a third party on an arm's length basis. All of the agreements and arrangements between us and our Manager or
its affiliates, including those relating to compensation, are not the result of arm's length negotiations with an unaffiliated
third party. Some of the conflicts inherent in our transactions with our Manager and its affiliates, and the limitations on our Manager
and its affiliates adopted to address these conflicts, are described below. We, our Manager, and its affiliates will try to balance our
interests with their own. However, to the extent that our Manager and its affiliates take actions that are more favorable to other entities
than us, these actions could have a negative impact on our financial performance and, consequently, on distributions to the holders of
our Class A units and the NAV of our Class A units.

 The
interests of our Manager, and its affiliates may conflict with your interests.

 The
Management Agreement provides our Manager with broad powers and authority which may result in one or more conflicts of interest between
your interests and those of our Manager and its affiliates. This risk is increased by our Sponsor and our Manager being controlled by
Brandon Lacoff and Martin Lacoff, who currently participate, and are expected to sponsor and participate, directly or indirectly, in
other offerings by our Sponsor and its affiliates. Potential conflicts of interest include, but are not limited to, the following:

 our
 Sponsor, Manager, and their affiliates may continue to offer other real estate, real estate-related and private equity investment
 opportunities, including additional offerings similar to this offering, and may make investments in assets for their own respective
 accounts, whether or not competitive with our business;

 our
 Sponsor, Manager, and their affiliates will not be required to disgorge any profits, fees or other compensation they may receive
 from any other business they own or operate separately from us, and you will not be entitled to receive or share in any of the profits,
 returns, fees or other compensation from any other business owned or operated by our Sponsor, Manager or their affiliates;

 we
 may engage our Sponsor, Manager or their affiliates to perform services at prevailing market rates. Prevailing market rates are determined
 by our Manager based on industry standards and expectations of what our Sponsor and our Manager would be able to negotiate with a
 third party on an arm's length basis; and

 our
 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.

 Our
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.

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

 We
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.

 Risks
Related to Sources of Financing and Hedging

 We
may incur significant debt, which may subject us to increased risk of loss and may reduce cash available for distributions.

 Subject
to market conditions and availability, we may incur significant debt through bank credit facilities (including term loans and revolving
facilities), repurchase agreements, warehouse facilities and structured financing arrangements, public and private debt issuances, and
derivative instruments, in addition to transaction or asset specific funding arrangements. The percentage of leverage we employ will
vary depending on our available capital, our ability to obtain and access financing arrangements with lenders, debt restrictions contained
in those financing arrangements and the lenders' and rating agencies' estimate of the stability of our investment portfolio's
cash flow. Our targeted aggregate property-level leverage, excluding any debt at the corporate level or on assets under development or
renovation, after we have acquired a substantial portfolio of stabilized properties, is between 50-70% of the greater of cost (before
deducting depreciation or other non-cash reserves) or fair market value of our assets. Our targeted aggregate property-level leverage,
excluding any debt at the Company level or on assets under development or redevelopment, after we have acquired a substantial portfolio
of stabilized commercial real estate, is between 50-70% of the greater of the cost (before deducting depreciation or other non-cash reserves)
or fair market value of our assets. During the period when we are acquiring, developing, and redeveloping our investments, we may employ
greater leverage on individual assets. Our Manager may from time to time modify our leverage policy in its discretion. Incurring substantial
debt could subject us to many risks that, if realized, would materially and adversely affect us, including the risk that:

 our
 cash flow from operations may be insufficient to make required payments of principal of and interest on the debt or we may fail to
 comply with all of the other covenants contained in the debt, which is likely to result in (i) acceleration of such debt (and any
 other debt containing a cross-default or cross-acceleration provision) that we may be unable to repay from internal funds or to refinance
 on favorable terms, or at all, (ii) our inability to borrow unused amounts under our financing arrangements, even if we are current
 in payments on borrowings under those arrangements or pay distributions of excess cash flow held in reserve by such financing sources,
 or (iii) the loss of some or all of our assets to foreclosure or sale;

 our
 debt may increase our vulnerability to adverse economic and industry conditions with no assurance that investment yields will increase
 with higher financing costs;

 we
 may be required to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds
 available for operations, future business opportunities, distributions to holders of our Class A units or other purposes; and

 we
 are not able to refinance debt that matures prior to the investment it was used to finance on favorable terms, or at all.

 There
can be no assurance that a leveraging strategy will be successful.

 Any
lending facilities will likely impose restrictive covenants.

 Any
lending facilities which we enter into would be expected to contain customary negative covenants and other financial and operating covenants
that, among other things, may affect our ability to incur additional debt, make certain investments or acquisitions, reduce liquidity
below certain levels, pay distributions, redeem debt or equity securities and impact our flexibility to determine our operating policies
and investment strategies. For example, such loan documents may contain negative covenants that limit, among other things, our ability
to distribute more than a certain amount of our net income or funds from operations to holders of our Class A units, employ leverage
beyond certain amounts, sell assets, engage in mergers or consolidations, grant liens, and enter into transactions with affiliates (including
amending the Management Agreement with our Manager in a material respect). If we fail to meet or satisfy any such covenants, we would
likely be in default under these agreements, and the lenders could elect to declare outstanding amounts due and payable, terminate their
commitments, require the posting of additional collateral, and enforce their interests against existing collateral. We could also become
subject to cross-default and acceleration rights and, with respect to collateralized debt, the posting of additional collateral and foreclosure
rights upon default.

rate fluctuations could increase our financing costs and reduce our ability to generate income on our investments, each of which could
lead to a significant decrease in our results of operations, cash flows and the market value of our investments.

 Our
primary interest rate exposures will relate to the yield on our investments and the financing cost of our debt, as well as any interest
rate derivatives that we utilize for hedging purposes. Changes in interest rates will affect our net interest income, which is the difference
between the income we earn on our investments and the interest expense we incur in financing these investments. Interest rate fluctuations
resulting in our interest expense exceeding income would result in operating losses for us. Changes in the level of interest rates also
may affect our ability to invest in investments, the value of our investments and our ability to realize gains from the disposition of
assets and investments.

 To
the extent that our financing costs will be determined by reference to floating rates, such as the Secured Overnight Financing Rate (SOFR)
or a Treasury index, plus a margin, the amount of such costs will depend on a variety of factors, including, without limitation, (i)
for collateralized debt, the value and liquidity of the collateral, and for non-collateralized debt, our credit, (ii) the level and movement
of interest rates, and (iii) general market conditions and liquidity. In a period of rising interest rates, our interest expense on floating
rate debt would increase, while any income we earn may not compensate for such increase in interest expense.

 Our
operating results will depend, in part, on differences between the income earned on our investments, net of credit losses, and our financing
costs. For any period during which our investments are not match-funded, the income earned on such investments may respond more slowly
to interest rate fluctuations than the cost of our borrowings. Consequently, changes in interest rates, particularly short-term interest
rates, may immediately and significantly decrease our results of operations and cash flows and the market value of our investments.

 Hedging
against interest rate exposure may adversely affect our earnings, limit our gains or result in losses, which could adversely affect cash
available for distributions.

 We
may enter into interest rate swap agreements or pursue other interest rate hedging strategies. Our hedging activity will vary in scope
based on the level of interest rates, the type and expected duration of portfolio investments held, and other changing market conditions.
Interest rate hedging may fail to protect or could adversely affect us because, among other things:

 interest
 rate hedging can be expensive, particularly during periods of rising and volatile interest rates;

 available
 interest rate hedging may not correspond directly with the interest rate risk for which protection is sought;

 the
 duration of the hedge may not match the duration of the related liability or asset;

 the
 credit quality of the party owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign
 our side of the hedging transaction;

 the
 party owing money in the hedging transaction may default on its obligation to pay; and

 we
 may purchase a hedge that turns out not to be necessary ( i.e., a hedge that is out of the money).

 Any
hedging activity we engage in may adversely affect our earnings, which could adversely affect cash available for distributions. Therefore,
while we may enter into such transactions to seek to reduce interest rate risks, unanticipated changes in interest rates may result in
poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation
between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged or
liabilities being hedged may vary materially. Moreover, for a variety of reasons, we may not seek to establish a perfect correlation
between such hedging instruments and the portfolio holdings being hedged. Any such imperfect correlation may prevent us from achieving
the intended hedge and expose us to risk of loss.

 Hedging
instruments are often not traded on regulated exchanges or guaranteed by an exchange or its clearing house and involve risks and costs
that could result in material losses.

 The
cost of using hedging instruments increases as the period covered by the instrument increases and during periods of rising and volatile
interest rates, we may increase our hedging activity and thus increase our hedging costs during periods when interest rates are volatile
or rising and hedging costs have increased. In addition, hedging instruments involve risk since they are often not traded on regulated
exchanges or guaranteed by an exchange or its clearing house. Consequently, there are no requirements with respect to record keeping,
financial responsibility or segregation of customer funds and positions. Furthermore, the enforceability of agreements underlying hedging
transactions may depend on compliance with applicable statutory and commodity and other regulatory requirements and, depending on the
identity of the counterparty, applicable international requirements. The business failure of a hedging counterparty with whom we enter
into a hedging transaction will most likely result in its default. Default by a party with whom we enter into a hedging transaction may
result in the loss of unrealized profits and force us to cover our commitments, if any, at the then current market price.

 Although
generally we will seek to reserve the right to terminate our hedging positions, it may not always be possible to dispose of or close
out a hedging position without the consent of the hedging counterparty and we may not be able to enter into an offsetting contract in
order to cover our risk. We cannot assure you that a liquid secondary market will exist for hedging instruments purchased or sold, and
we may be required to maintain a position until exercise or expiration, which could result in significant losses.

 Any
bank credit facilities and repurchase agreements that we may use in the future to finance our assets may require us to provide additional
collateral or pay down debt.

 We
may utilize bank credit facilities, repurchase agreements (including term loans and revolving facilities) or guarantee arrangements to
finance our assets if they become available on acceptable terms. Such financing arrangements, including any guarantees, would involve
the risk that the market value of any investments pledged by us to the provider of the bank credit facility or repurchase agreement counterparty
may decline in value, in which case the lender may require us to provide additional collateral or to repay all or a portion of the funds
advanced. We may not have the funds available to repay our debt at that time, which would likely result in defaults unless we are able
to raise the funds from alternative sources, which we may not be able to achieve on favorable terms or at all. Posting additional collateral
would reduce our liquidity and limit our ability to leverage our assets. If we cannot meet these requirements, the lender could accelerate
our indebtedness or enforce our guarantee, increase the interest rate on advanced funds and terminate our ability to borrow funds from
it, which could materially and adversely affect our financial condition and ability to implement our investment strategy. In addition,
if the lender files for bankruptcy or becomes insolvent, our loans and guarantees may become subject to bankruptcy or insolvency proceedings,
thus depriving us, at least temporarily, of the benefit of these assets. Such an event could restrict our access to bank credit facilities
and increase our cost of capital. The providers of bank credit facilities and repurchase agreement financing may also require us to maintain
a certain amount of cash or set aside assets sufficient to maintain a specified liquidity position that would allow us to satisfy our
collateral obligations. As a result, we may not be able to leverage our assets as fully as we would choose, which could reduce our return
on assets. If we are unable to meet these collateral obligations, our financial condition and prospects could deteriorate rapidly.

 We
may give full or partial guarantees to lenders of mortgage debt to the entities that own our properties.

 When
we give a guaranty on behalf of an entity that owns one of our properties, we will be responsible to the lender for satisfaction of the
debt if it is not paid by such entity. If any mortgages contain cross-collateralization or cross-default provisions, there is a risk
that more than one real property may be affected by a default. If any of our properties are foreclosed upon due to a default, our ability
to make distributions will be adversely affected. Accordingly, our approach to investing in properties utilizing leverage in order to
accomplish our investment objectives may present more risks to investors than comparable real estate programs that do not utilize borrowing
to the same degree.

 If
we enter into financing arrangements involving balloon payment obligations, it may adversely affect our ability to make distributions.

 Some
of our financing arrangements may require us to make a lump-sum or "balloon" payment at maturity. Our ability to make a balloon
payment is uncertain and may depend upon our ability to obtain replacement financing or our ability to sell particular properties. At
the time the balloon payment is due, we may or may not be able to refinance the balloon payment on terms as favorable as the original
loan or sell the particular property at a price sufficient to make the balloon payment. Such a refinancing would be dependent upon interest
rates and lenders' policies at the time of refinancing, economic conditions in general and the value of the underlying properties
in particular. The effect of a refinancing or sale could affect the rate of return to the holders of our Class A units and the projected
time of disposition of our assets.

 Our
access to sources of financing may be limited and thus our ability to grow our business and to maximize our returns may be adversely
affected.

 Subject
to market conditions and availability, we may incur significant debt through bank credit facilities (including term loans and revolving
facilities), repurchase agreements, warehouse facilities and structured financing arrangements, public and private debt issuances and
derivative instruments, in addition to transaction or asset specific funding arrangements. We may also issue additional debt or equity
securities to fund our growth.

 Our
access to sources of financing will depend upon a number of factors, over which we have little or no control, including:

 general
 economic or market conditions;

 the
 market's view of the quality of our assets;

 the
 market's perception of our growth potential; and

 our
 current and potential future earnings and cash distributions.

 We
will need to periodically access the capital and credit markets to raise cash to fund new investments. Unfavorable economic or market
conditions may increase our funding costs, limit our access to the capital or credit markets or could result in a decision by potential
lenders not to extend credit. An inability to successfully access the capital or credit markets could limit our ability to grow our business
and fully execute our investment strategy and could decrease our earnings, if any. In addition, uncertainty in the capital and credit
markets could adversely affect one or more private lenders and could cause one or more of our private lenders to be unwilling or unable
to provide us with financing or to increase the costs of that financing. In addition, if regulatory capital requirements imposed on our
private lenders change, they may be required to limit, or increase the cost of, financing they provide to us. In general, this could
potentially increase our financing costs and reduce our liquidity or require us to sell assets at an inopportune time or price. No assurance
can be given that we will be able to obtain any such financing on favorable terms or at all.

 Risks
Relating to U.S. Federal Taxation

 There
will be no assurance that we will continue to meet the requirements for treatment as a partnership. If we fail to maintain our classification
as a partnership for U.S. federal income tax purposes and no relief provisions apply, we would be subject to entity level U.S. federal
income tax and, as a result, our cash available for distributions and the value of our Class A units could materially decrease.

 We
have been treated as a partnership for U.S. federal income tax purposes since our tax year ended December 31, 2020. We intend to manage
our affairs so that we continue to meet the requirement for classification as a partnership. The anticipated after-tax economic benefit
of an investment in our Class A units depends in large part on our continued treatment as a partnership for federal income tax purposes.

 Despite
the fact that we are organized as a limited liability company under Delaware law, if we fail to meet any of the applicable requirements
for classification as a partnership, we would be treated as a corporation pursuant to section 7704 of the Code.

 If
we were treated as a corporation for federal income tax purposes, holders of our Class A units would lose the tax benefits associated
with investing in a partnership. We would pay federal income tax on our taxable income at the corporate tax rate, which is currently
a maximum of 21%, and would likely pay state and local income tax at varying rates. Our distributions would generally be taxed again
as corporate distributions (to the extent of our current and accumulated earnings and profits), and no income, gains, losses, deductions
or credits would flow through to holders of our units. Because a tax would be imposed on us as a corporation, our cash available for
distributions would be substantially reduced. Therefore, our treatment as a corporation would result in a material reduction in cash
flow and after-tax return to holders of our Class A units, likely causing a substantial reduction in the value of our Class A units.

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

 We
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.

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

 In
order to receive the benefits of investing in a qualified opportunity fund, taxpayers must make deferral elections on Form 8949, Sales
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; (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.

 The
tax treatment of an investment in our Class A units could be subject to potential legislative, judicial, or administrative changes or
differing interpretations, possibly applied on a retroactive basis.

 The
present U.S. federal income tax treatment of an investment in our Class A units may be modified by administrative, legislative, or judicial
interpretation at any time. From time to time, members of Congress propose and consider substantive changes to the existing U.S. federal
income tax laws that would affect us, including a prior legislative proposal that would have eliminated the "qualifying income"
exception upon which we intend to rely for our treatment as a partnership for U.S. federal income tax purposes. There can be no assurance
that there will not be changes to U.S. federal income tax laws or the Department of Treasury's or IRS's interpretation of
the qualifying income and qualified opportunity fund rules in a manner that could impact our ability to continue to qualify as a partnership
or qualified opportunity fund in the future, which could negatively impact the value of an investment in our Class A units. Any changes
to the U.S. federal tax laws and interpretations thereof may be applied prospectively or retroactively and could make it more difficult
or impossible for us to meet the qualifying income exception or qualified opportunity fund requirements and accordingly adversely affect
the tax consequences associated with an investment in our Class A units.

 If
the IRS contests the U.S. federal income tax positions we take, the value our Class A units may be adversely impacted, and the cost of
any IRS contest will reduce cash available for distributions.

 The
IRS may adopt positions that differ from the positions we have taken or may take on tax matters. It may be necessary to resort to administrative
or court proceedings to sustain some or all of the positions we take. A court may not agree with some or all of the positions we take.
Any contest with the IRS may materially and adversely impact the value of our Class A units. In addition, the costs of any contest with
the IRS will be borne indirectly by the holders of our Class A units because the costs will reduce our cash available for distribution.

 If
the IRS makes audit adjustments to our income tax returns, the IRS (and some states) may assess and collect any taxes (including any
applicable penalties and interest) resulting from such audit adjustments directly from us, in which case our cash available for distribution
holders of our Class A units might be substantially reduced, and current and former holders of our Class A units may be required to indemnify
us for any taxes (including applicable penalties and interest) resulting from audit adjustments paid on their behalf.

 Even
if you do not receive any cash distributions from us, you will be required to pay taxes on your share of our taxable income.

 You
will be required to pay U.S. federal income taxes and, in some cases, state and local income taxes, on your share of our taxable income,
whether or not you receive cash distributions from us. For example, if we sell assets and reinvest the proceeds or use proceeds to repay
existing debt, you may be allocated taxable income and gain resulting from the sale and our cash available for distribution would not
increase. You may not receive cash distributions from us equal to your share of our taxable income or even equal to the actual tax due
from you with respect to that income.

 You
will likely be subject to state and local taxes and return filing requirements as a result of investing in our Class A units.

 In
addition to federal income taxes, holders of our Class A units likely will be subject to other taxes, such as state and local income
taxes, unincorporated business taxes and estate, inheritance, or intangible taxes that are imposed by the various jurisdictions in which
we do business or own property now or in the future. Holders of our Class A units will likely be required to file state and local income
tax returns and pay state and local income taxes in some or all of these various jurisdictions, even if they do not live in these jurisdictions.
Further, holders of our Class A units may be subject to penalties for failure to comply with those requirements. It is the responsibility
of the holders of our Class A units to file all federal, state, local and foreign tax returns.

 You
will receive a Schedule K-1 to IRS Form 1065, which could increase the complexity of your tax circumstances.

 We
will prepare and deliver a Schedule K-1 to IRS Form 1065 for each holder of our Class A units. Your Schedule K-1 will contain information
regarding your allocable share of our items of income, gain, loss, deduction, credit and adjustments to the carrying value of our assets
and investments. Schedule K-1s are usually complex, and you may find that preparing your own tax returns requires additional time. You
may also find it necessary or advisable to engage the services of an accountant or other tax adviser, at your own cost and expense, to
assist with the preparation of your tax returns.

 In
addition, it is possible that your income tax liability with respect your allocable share of our income for a particular taxable year,
as reflected on your Schedule K-1, could exceed the amount of cash distributions, if any, that we make to you for that taxable year,
thus giving rise to an out-of-pocket tax liability. Accordingly, you should consult with your own accountant or other tax advisers concerning
the tax consequences of your specific tax circumstances prior to acquiring, holding or disposing of any of our Class A units.

 We
do not expect to be able to furnish definitive Schedule K-1s to IRS Form 1065 to each holder of our Class A units prior to the deadline
for filing U.S. income tax returns, which means that holders of our Class A units who are U.S. taxpayers should anticipate the need to
file annually a request for an extension of the due date of their income tax returns. In addition, it is possible that holders of our
Class A units may be required to file amended income tax returns.

 As
a partnership, we will report our operating results, including income, gains, losses, deductions, credits and adjustments to the carrying
value of our assets and investments to IRS annually on Form 1065 provide a Schedule K-1 to each holder of our Class A units. Although
we currently intend to distribute Schedule K-1s on or around 90 days after the end of our fiscal year, it may require a substantial period
of time after the end of our fiscal year to obtain the requisite information from all lower-tier entities to enable us to prepare and
deliver Schedule K-1s. For this reason, holders of Class A units should anticipate that they will need to file annually with the IRS
(and certain states) a request for an extension past the due date of their income tax return.

 In
addition, it is possible that a holder of our Class A units will be required to file amended income tax returns or report additional
income on later-year tax returns as a result of adjustments to items on income tax returns of the Company or our Operating Companies.
Any obligation of a holder of our Class A units to file amended income tax returns for the foregoing or any other reason, including any
costs incurred in the preparation or filing of such returns, is the responsibility of each holder of our Class A units.

 Item
1B. Unresolved Staff Comments.

 None.

 Item
1C. Cybersecurity.

 Risk
Management and Strategy

 We
are externally managed by our Manager, and as such rely on our Manager to manage our day-to-day operations pursuant to our Management
Agreement. Services provided under the Management Agreement are performed by individuals who are employees of our Sponsor or one or more
of its affiliates. We, our Manager and our Sponsor are also party to an Employee and Cost Sharing Agreement. Pursuant the Employee and
Cost Sharing Agreement our Sponsor provides our Manager with access to, among other things, the information technology ("IT")
systems necessary for the performance by our Manager of its duties under the Management Agreement. These IT systems include data hosting
facilities and other hardware and software platforms, some of which are hosted by third-party service providers. Our Sponsor's
IT systems, like those of most other companies, may be vulnerable to cybersecurity threats, including data breaches, cyberattacks, malware
and computer viruses and interruption of services.

 Our
Sponsor takes a risk-based approach to cybersecurity and has implemented cybersecurity and IT risk management policies and procedures
designed to address cybersecurity threats and incidents, including regularly assessing risks from cyber threats, monitoring IT systems
for potential vulnerabilities, and testing IT systems according to its policies and practices. Our Sponsor also uses a number of security
tools and external service providers to monitor, test or otherwise assist with various aspects of its cybersecurity controls.

 As
of the date of this Form 10-K, cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially
affected us, our business strategy, results of operations, or financial condition.

 Governance

 Our
Board is responsible for the oversight of our Manager, who, pursuant to the Management Agreement, is responsible for overseeing our risk
management processes, including cybersecurity risks. Our Board recognizes the critical importance of maintaining effective cybersecurity
measures and our Manager's role in assessing and managing our material risks from cybersecurity threats. Our Manager provides our
Board with timely updates both on a periodic basis and as new cybersecurity risks arise.

 Item
2. Properties.

 Our
principal executive offices are located in a space owned by an affiliate of our Sponsor at 255 Glenville Road, Greenwich, Connecticut
06831. We consider these facilities to be suitable for the management of our business.

 For
an overview of our investments in multifamily and mixed-use rental properties, refer to Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations — Investments in Multifamily and Mixed-Use Rental Properties."

 Item
3. Legal Proceedings.

 From
time to time we may be involved in various claims and legal matters arising in the ordinary course of business.

 We record loss contingencies for legal matters
when it is both probable that liability will be incurred, and the amount of loss can be reasonably estimated. Where the reasonable estimate
of a probable loss is a range, we record the most likely estimate of loss within that range.

 For the litigation described below, we do
not believe liability is probable and therefore have not accrued loss contingencies for the matter. However, litigation and other disputes
are inherently unpredictable and subject to substantial uncertainties. We will reassess our accruals on an ongoing basis taking into account
the procedural stage and developments in the litigation.

 The Galinn Fund LLC

 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 "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 are vigorously defending the matter.

 As of December 31, 2024, neither we nor any of our subsidiaries were subject to any other material legal proceedings.

 Item
4. Mine Safety Disclosures.

 Not
applicable.

 PART
II

 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.

 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.

 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].

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited
consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K (this "Form 10-K").
This discussion contains forward-looking statements that are subject to risks and uncertainties and assumptions relating to our operations,
financial results, financial condition, business prospects, growth strategy and liquidity. The factors listed under "Risk Factors"
and "Forward-Looking Statements" in this Form 10-K provide examples of risks, uncertainties and events that may cause our
actual results to differ materially from the expectations described in any forward-looking statements.

 Overview

 We
are the only publicly traded qualified opportunity fund listed on a national securities exchange. We are a Delaware limited liability
company formed to invest in and manage a portfolio consisting primarily of 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, and
private equity acquisitions and investments, and opportunistic acquisitions of other qualified opportunity funds and qualified opportunity
zone businesses. We currently intend to operate in a manner that will allow us to qualify as a partnership for U.S. federal income tax
purposes.

 We
are focused on identifying, acquiring, developing or redeveloping and managing commercial 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.

 All
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
of our Operating Companies, either directly or indirectly through subsidiaries. We are externally managed by Belpointe PREP Manager,
LLC (our "Manager"), which is an affiliate of our sponsor, Belpointe, LLC (our "Sponsor").

 History
and Development of the Company

 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
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 $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.

 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 the registration statement on Form S-11, as amended (File No. 333-255424), registering
the offer and sale of our ongoing initial public offering of up to $750,000,000 of our Class A units, declared effective by the SEC on
September 30, 2021 (our "Primary Offering" and, together with our Follow-on Offering, our "Public Offerings")
conforming our Primary Offering to our Follow-on Offering.

 For 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, 2024, we have raised aggregate
gross offering cash proceeds of $357.3 million.

 The
purchase price for Class A units in our Public Offerings is the lesser of (i) the 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.

 Our
Business Outlook

 Despite
expectations of the U.S. falling into recession, market conditions for multifamily and mixed-use rental properties in the geographic
regions in which we operate have remained strong over the past several quarters. Future economic conditions and the demand for
multifamily and mixed-use rental properties are, and the real estate industry in general is, subject to uncertainty as a result of a
number of factors, including, among others, the rate of rent growth, rate of new construction, rate of absorption, the rate of
unemployment, increasing interest rates, higher rates of inflation, instability in the banking system, the availability of credit,
financial market volatility, general economic uncertainty, increasing energy costs, supply chain disruptions and labor shortages.
The potential effect of these and other factors and the projected impact of these and other events on our business, results of
operations and financial performance, presents material uncertainty and risk with respect to our future performance and financial
results, including the potential to negatively impact our costs of operations, our financing arrangements, the value of our
investments, and the laws, regulations and governmental and regulatory policies applicable to us. As a result, our past performance
may not be indicative of future results.

 Given
the evolving nature of certain of these factors, the extent to which they may impact our future performance and financial results will
depend on future developments which remain highly uncertain and, as a result, at this time we are unable to estimate the impact that
these factors may have on our future financial results. Our Manager continuously reviews our investment and financing strategies for
optimization and to reduce our risk in the face of the fluidity of these and other factors.

 Results
of Operations

 As
a result of the placement of Aster & Links in service and the commencement of operations during the year ended December 31, 2024
(see Part I, Item 1—Our Investments), we have revised our reportable segments to include two distinct segments: Commercial and
Mixed-use properties. We believe that segment net operating income (loss) ("Segment NOI") provides a useful measure of our
performance of our business, as it reflects the core rental operations of our operating real estate. Segment NOI is calculated as total
revenues, less property expenses, excluding corporate level items, such as management fees incurred to our Manager, depreciation and
amortization, general and administrative expenses, interest expense, and other non-operating items.

 The following table details the results of Segment NOI, a supplemental
financial measure, reconciled to our consolidated statement of operations for the years ended December 31, 2024, and 2023 (amounts
in thousands):

 2024

 2023

 Total

 Total

 Segment NOI:

 Rental revenue

 $
 1,099

 $
 1,576

 $
 2,675

 $
 1,769

 $

 $
 2,254

 Property expenses

 (1,145
)

 (2,989
)

 (4,134
)

 (730
)

 (756
)

 (1,486
)

 Total Segment NOI

 $
 (46
)

 $
 (1,413
)

 $
 (1,459
)

 $
 1,039

 $
 (271
)

 $

 Non-segment items:

 Management fees, included in Property expenses

 (2,705
)

 (2,693
)

 General and administrative

 (5,111
)

 (6,335
)

 Interest expense

 (10,006
)

 —

 Depreciation and amortization

 (4,215
)

 (2,067
)

 Impairment of real estate

 (777
)

 (4,060
)

 Interest income

 Other expense

 (228
)

 (87
)

 Loss before income taxes

 (23,855
)

 (14,361
)

 Provision for income taxes

 (1
)

 (1
)

 (23,856
)

 (14,362
)

 Net loss attributable to noncontrolling interests

 —

 Net loss attributable to Belpointe PREP, LLC

 $
 (23,856
)

 $
 (14,351
)

 Comparison of the Year Ended December 31,
2024 to the Year Ended December 31, 2023

 Segment NOI

 For the year ended
December 31, 2024, as compared to the same period in 2023, Segment NOI decreased by $1.1 million. This decrease is primarily due
to lower below-market rent intangible amortization impacting rental revenue, as certain intangible liabilities were fully amortized in
2023, as well as higher real estate taxes and
insurance expenses.

 Mixed-use
Segment

 For the year ended December 31, 2024, as compared to the same period
in 2023, Segment NOI decreased by $1.1 million. This decrease is primarily due to the recent placement of Aster & Links in service
during the current year. As the property is still in its initial lease-up phase, rental revenue has not yet fully stabilized to offset
property expenses.

 General
and Administrative

 General
and administrative expenses primarily consists of employee cost sharing expenses (pursuant to our Management Agreement and Employee and
Cost Sharing Agreement), marketing expenses, legal, audit, tax and accounting fees. See "Certain Relationships and Related Transactions, and Director Independence—Our Management Agreement" for additional details regarding our Management Agreement and "Certain Relationships and Related Transactions, and Director Independence—Our Employee and Cost Sharing Agreement" for additional
details regarding our employee and cost sharing agreement.

 For
the year ended December 31, 2024, as compared to the same period in 2023, general and administrative expenses decreased by $1.2
million. This decrease is primarily due to lower marketing expenses, a decrease in dead deal costs, and a decrease in allocation of
costs incurred by our Manager and its affiliates.

Expense

the years ended December 31, 2024 and 2023, interest expense totaled $10.0 million and zero, respectively, due to gross interest expense
of $12.1 million and $0.5 million, respectively, and the impact of non-cash amortization of debt discount and debt issuance costs of
$2.3 million and $0.6 million, respectively, partially offset by capitalized interest and fees of $4.4 million and $1.1 million, respectively.

 Depreciation
and Amortization

 For
the year ended December 31, 2024, as compared to the same period in 2023, depreciation and amortization increased by $2.1 million. This
increase is primarily due to the placement of fixed assets in service at Aster & Links during 2024, partially offset by lower in-place
lease intangible amortization as certain intangible assets were fully amortized in 2023.

 Impairment
of Real Estate

the years ended December 31, 2024, and 2023, we recorded impairment charges of $0.8 million and $4.1 million, respectively, in relation
to one of our real estate assets located in Nashville, Tennessee, based on our conclusion that the estimated fair market value of the
real estate asset was lower than the carrying value, and as a result, we reduced the carrying value to the fair market value.

Income

income for the periods presented were comprised of interest earned from cash balances held in interest bearing bank accounts. The increase
in the current year periods as compared to the prior year periods were attributable to higher cash balances in interest bearing accounts.

 Other
expense

 Other
expense for the periods presented were primarily comprised of gains and losses in connection with our interest rate caps. Please
see " Note 9 – Derivative Instruments " in our consolidated financial statements in this Form 10-K
for additional information.

 Liquidity
and Capital Resources

 Overview

 Our
primary needs for liquidity and capital resources are to fund our investments, including construction and development costs, pay our
Public Offering and operating fees and expenses, pay any distributions that we may make to the holders of our units and pay interest
on our outstanding indebtedness.

 Our
Public Offering and operating fees and expenses include, among other things, legal, audit and valuation fees and expenses, federal and
state filing fees, SEC, FINRA and NYSE filing fees, printing expenses, administrative fees, transfer agent fees, marketing and distribution
fees, the management fee that we pay to our Manager, and fees and expenses related to acquiring, financing, appraising, and managing
our commercial real estate properties. We do not have office or personnel expenses as we do not have any employees.

 Liquidity

 Our
future needs for liquidity will depend on a variety of factors, including, without limitation, our ability to generate cash flows from
operations, the timing and availability of net proceeds from our Public Offerings and any future offerings that we may conduct, the timing
and extent of our real estate acquisition and disposition activities, and the timing and extent of our construction and development costs.

 Economic uncertainty, uncertainty surrounding legislation, regulation and
government policy at the U.S. federal level, fluctuating interest rates, unemployment rates, energy prices, tariffs, immigration, taxes,
inflation, volatility in the real estate markets, slowdowns in transaction volume, delays in financings from banks and other lenders and
other negative trends may, in the future, adversely impact our ability to timely access potential sources of liquidity. If we are unable
to raise additional capital when desired, or on terms that are acceptable to us, our business, financial condition and results of operations
could be adversely affected.

 We
believe that our cash on-hand, the anticipated net proceeds from our Public Offerings, the projected cash flows from our real estate
assets and our current and anticipated financing activities will be sufficient to meet our liquidity and capital resource requirements
for the next 12 months from the date of issuance of this Form 10-K.

Requirements and Resources

 Where
our Manager and its affiliates, including our Sponsor, have funded, and in the future if they continue to fund, our capital requirements
by advancing us offering and operating fees and expenses, we reimburse our Manager and its affiliates, including our Sponsor, pursuant
to the terms of our management agreement and employee and cost sharing agreement. Fees payable and expenses reimbursable to our Manager
and its affiliates, including our Sponsor, may be paid, at the election of the recipient, in cash, by issuance of our Class A Units at
the then-current NAV, or through some combination of the foregoing. There were no Public Offering costs incurred by our Manager and its
affiliates during the years ended December 31, 2024 and 2023. During the years ended December 31, 2024 and 2023, our Manager and its
affiliates, including our Sponsor, incurred operating expenses of $2.6 million and $2.9 million, respectively, on our behalf.

the year ended December 31, 2022, our indirect majority-owned subsidiary entered into a construction management agreement for the development
of 1991 Main. For additional details regarding 1991 Main, see " Part I, Item 1—Our Investments—1991 Main Street – Sarasota, Florida ("Aster & Links")." The construction management agreement contains terms and conditions that
are customary for a project of this type and will be subject to guaranteed maximum price. As of December 31, 2024, we had an unfunded
capital commitment totaling $9.7 million under the terms of this agreement. As of the date of this Form 10-K, we currently anticipate
that the remaining funding for construction and soft costs associated with the development of Aster & Links will be a minimum of
$25.5 million (inclusive of the aforementioned unfunded capital commitment).

the year ended December 31, 2023, our indirect majority-owned subsidiary entered into a variable-rate construction loan agreement for
up to $130.0 million in principal amount to fund the development of Aster & Links. Advances under the 1991 Main Construction Loan
bear interest at a per annum rate equal to the one-month term SOFR plus 3.45%, subject to a minimum all-in per annum rate of 8.51%. 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.

 On
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 bears interest at a rate of 13.0% per annum, and is secured by Aster & Links. 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.
As of December 31, 2024, the 1991 Main Mezzanine Loan balance was $46.2 million. Proceeds under the 1991 Main Mezzanine Loan may be used
to reimburse the Company 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. For additional details regarding the 1991 Main Mezzanine Loan, see " Part I, Item 1—Our Investments—1991 Main Street – Sarasota, Florida (also known as "Aster & Links")."

 In
April 2023, our indirect majority-owned subsidiary entered into a construction management agreement for the development of Viv. For additional
details regarding Viv, see " Part I, Item 1—Our Investments—1000 First Avenue North and 900 First Avenue North – St. Petersburg, Florida ("Viv"). " The construction management agreement contains terms
and conditions that are customary for a project of this type and will be subject to guaranteed maximum price. As of December 31, 2024,
we had an unfunded capital commitment totaling $50.3 million under the terms of this agreement. We currently anticipate that the remaining
funding for construction and soft costs associated with the development of 1000 First will be a minimum of approximately $62.5 million
(inclusive of the aforementioned unfunded capital commitment).

 On
June 28, 2024, our indirect majority-owned subsidiary entered into a variable-rate construction loan agreement for up to $104.0 million
in principal amount. The 1000 First Construction Loan bears 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 is secured by Viv. Advances under the 1000 First Construction Loan may be used
to fund the development of Viv. 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. For additional details regarding the 1000 First Construction Loan, see " —Our Investments—1000 First Avenue North and 900 First Avenue North – St. Petersburg, Florida ("Viv") ". As of December
31, 2024, we have drawn down $29.5 million on the 1000 First Construction Loan.

 On
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 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. For additional details regarding
the 900 8th Land Loan, see " —Our Investments—900 8th Avenue South – Nashville, Tennessee."

 We
expect to continue to obtain the capital resources that we need over the short and long-term from cash on-hand, from the proceeds of
our Public Offerings and any future offerings that we may conduct, from the advancement of reimbursable fees and expenses by our Manager
and its affiliates, including our Sponsor, from the proceeds of secured or unsecured financing from banks and other lenders, from projected
operating funds from our real estate assets and from any other undistributed cash flow generated from operations. For additional details
regarding our Public Offerings, see " Part II, Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Use of Proceeds from Registered Sales of Securities."

 Leverage

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

 Our
targeted aggregate property-level leverage, excluding any debt at the Company level or on assets under development or redevelopment,
after we have acquired a substantial portfolio of stabilized commercial real estate, is between 50-70% of the greater of the cost (before
deducting depreciation or other non-cash reserves) or fair market value of our assets. During the period when we are acquiring, developing
and redeveloping our investments, we may employ greater leverage on individual assets. An example of property-level leverage is a mortgage
loan secured by an individual property or portfolio of properties incurred or assumed in connection with our acquisition of such property
or portfolio of properties. An example of debt at the Company level is a line of credit obtained by us or our Operating Companies.

 Our
Manager may from time to time modify our leverage policy in its discretion in light of then-current economic conditions, relative costs
of debt and equity capital, market values of our assets, general conditions in the market for debt and equity securities, growth and
acquisition opportunities or other factors. There is no limit on the amount we may borrow with respect to any individual property or
portfolio.

 Cash
Flows

 The
following table provides a breakdown of the net change in our cash and cash equivalents and restricted cash (amounts in thousands):

 2024

 2023

 Cash flows used in operating activities

 $
 (13,689
)

 $
 (6,945
)

 Cash flows used in investing activities

 (138,089
)

 (145,123
)

 Cash flows provided by financing activities

 157,024

 30,686

 Net increase (decrease) in cash and cash equivalents and restricted cash

 $
 5,246

 $
 (121,382
)

 As
of December 31, 2024 and 2023, cash and cash equivalents and restricted cash totaled approximately $28.8 million and $23.6 million, respectively.

 Net
cash flows used in operating activities for the year ended December 31, 2024 primarily relates to interest expense incurred on our indebtedness,
the payment of employee cost sharing expenses as well as payments for property management, legal, and accounting fees. Net cash flows used
in operating activities for the year ended December 31, 2023 primarily relates to the payment of management fees and employee cost sharing
expenses as well as payments for marketing, legal, tax and accounting fees.

 Net
cash flows used in investing activities for the year ended December 31, 2024 primarily relates to the funding of development properties.
For additional details regarding our development properties, see " Part I, Item 1—Our Investments. " Net cash flows used
in investing activities for the year ended December 31, 2023 primarily relates to the funding of development properties.

 Net
cash flows provided by financing activities for the year ended December 31, 2024 primarily relates to net proceeds from financings, including
the 1991 Main Mezzanine Loan, the 1991 Main Construction Loan, the 1000 First Construction Loan, and the 900 8th Land Loan. For additional
details regarding our outstanding indebtedness, see " —Liquidity and Capital Resources." Net cash flows provided by financing
activities for the year ended December 31, 2023 primarily relates to the net proceeds from 1991 Main Construction Loan, proceeds from
our Public Offerings, and proceeds from our loan from an affiliate.

 Critical
Accounting Policies

 Our
audited consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States
of America. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenue, expenses, and related disclosures. We evaluate our estimates and assumptions on an
ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under
the circumstances. Our actual results could differ from these estimates.

 Our
significant accounting policies are described in "Note 2 — Summary of Significant Accounting Policies." Many of these
accounting policies require judgment and the use of estimates and assumptions when applying these policies in the preparation of our
consolidated financial statements. On a quarterly basis, we evaluate these estimates and judgments based on historical experience as
well as other factors that we believe to be reasonable under the circumstances. These estimates are subject to change in the future if
underlying assumptions or factors change. Certain accounting policies, while significant, may not require the use of estimates. The recent
accounting changes that may potentially impact our business are described under "Recent Accounting Pronouncements" in "Note 2 — Summary of Significant Accounting Policies."

 Off-Balance
Sheet Arrangements

 We
currently have no off-balance sheet arrangements that are reasonably likely to have a material current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 Item
7A. Quantitative and Qualitative Disclosures about Market Risk.

 We
are a smaller reporting company, as defined in Item 10(f)(1) of Regulation S-K, as as a result are not required to provide the information
required by this Item.

 Item
8. Financial Statements and Supplementary Data.

 TABLE
 OF CONTENTS

 Page
 No.

 Report of Independent Registered Public Accounting Firm (PCAOB Firm ID: 2468)

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Operations for the years ended December 31, 2024 and 2023

 Consolidated Statements of Changes in Members' Capital for the years ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

 Notes to Consolidated Financial Statements

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and

 Members
of Belpointe PREP, LLC

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Belpointe PREP, LLC (the "Company") as of December 31, 2024
and 2023, and the related consolidated statements of operations, changes in members' capital and cash flows for each of the years
in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the "consolidated financial
statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position
of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year
period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 /s/
 Citrin Cooperman & Company, LLP

 We
have served as the Company's auditor since 2020.

 New
York, New York

 March
31, 2025

 Consolidated
Balance Sheets

 (in
thousands, except unit and per unit data)

 2024

 2023

 2024

 2023

 Assets

 Real estate

 Land

 $
 51,038

 $
 38,741

 Building and improvements

 238,684

 17,939

 Furniture, fixtures and equipment

 2,633

 —

 Intangible assets

 8,530

 9,172

 Real estate under construction

 191,308

 291,130

 Total real estate

 492,193

 356,982

 Accumulated depreciation and amortization

 ( 6,917
)

 ( 3,441
)

 Real estate, net

 485,276

 353,541

 Cash and cash equivalents

 24,737

 20,125

 Other assets

 7,578

 8,451

 Total assets

 $
 517,591

 $
 382,117

 Liabilities

 Debt, net

 $
 177,017

 $

 Loan from affiliate

 2,600

 4,000

 Due to affiliates

 9,103

 10,370

 Lease liabilities

 1,225

 1,324

 Accounts payable

 13,322

 12,584

 Accrued expenses and other liabilities

 10,267

 9,097

 Total liabilities

 213,534

 57,053

 Commitments and contingencies

 —

 —

 Members' Capital

 Class A units, unlimited units authorized, 3,664,173 and 3,622,399 units issued and outstanding at
 December 31, 2024 and 2023, respectively

 Class B units, 100,000 units authorized, 100,000 units issued and outstanding at December 31, 2024
 and 2023, respectively

 —

 —

 Class M unit, one unit authorized, one unit issued and outstanding at December
 31, 2024 and 2023, respectively

 —

 —

 Total members' capital excluding noncontrolling interests

 Noncontrolling interests

 2,281

 2,438

 Total members' capital

 304,057

 325,064

 Total liabilities and members' capital

 $
 517,591

 $
 382,117

 See
accompanying notes to consolidated financial statements.

 Consolidated
Statements of Operations

 (in
thousands, except unit and per unit data)

 2024

 2023

 2024

 2023

 Revenue

 Rental revenue

 $
 2,675

 $
 2,254

 Total revenue

 2,675

 2,254

 Expenses

 Property expenses

 6,839

 4,179

 General and administrative

 5,111

 6,335

 Interest expense

 10,006

 —

 Depreciation and amortization

 4,215

 2,067

 Impairment of real estate

 4,060

 Total expenses

 26,948

 16,641

 Other income

 Interest income

 Other expense

 ( 228
)

 ( 87
)

 Total other income

 Loss before income taxes

 ( 23,855
)

 ( 14,361
)

 Provision for income taxes

 ( 1
)

 ( 1
)

)

 ( 14,362
)

 Net loss attributable to noncontrolling interests

 —

 Net loss attributable to Belpointe PREP, LLC

 $
)

 $
 ( 14,351
)

 Loss per Class A unit (basic and diluted)

 Net loss per unit

 $
 ( 6.56
)

 $
 ( 4.04
)

 Weighted-average units outstanding

 3,638,258

 3,553,319

 See
accompanying notes to consolidated financial statements.

 Consolidated
Statements of Changes in Members' Capital

 (in
thousands, except unit and per unit data)

 Units

 Units

 Units

 Interests

 Interests

 Class A units

 Class B units

 Class M unit

 Total

 Members'

 Excluding

 Noncontrolling

 Non

 controlling

 Total

 Members'

 Units

 Units

 Units

 Interests

 Interests

 Balance at December 31, 2022

 3,523,449

 $
 329,482

 $
 —

 $
 —

 $
 329,482

 $
 3,170

 $
 332,652

 Issuance of units

 98,950

 7,932

 —

 —

 —

 —

 7,932

 —

 7,932

 Contribution from noncontrolling interests

 —

 —

 —

 —

 —

 —

 —

 Distribution to noncontrolling interests

 —

 —

 —

 —

 —

 —

 —

 ( 24
)

 ( 24
)

 Acquisition of noncontrolling interests ( Note 5)

 —

 —

 —

 —

 —

 —

 —

 ( 963
)

 ( 963
)

 Offering costs

 —

 ( 437
)

 —

 —

 —

 —

 ( 437
)

 —

 ( 437
)

 —

 ( 14,351
)

 —

 —

 —

 —

 ( 14,351
)

 ( 11
)

 ( 14,362
)

 Balance at December 31, 2023

 3,622,399

 —

 —

 2,438

 325,064

 Balance

 3,622,399

 —

 —

 2,438

 325,064

 Issuance of units

 41,774

 3,061

 —

 —

 —

 —

 3,061

 —

 3,061

 Contribution from noncontrolling interests

 —

 —

 —

 —

 —

 —

 —

 Distribution to noncontrolling interests

 —

 —

 —

 —

 —

 —

 —

 ( 47
)

 ( 47
)

 Acquisition of noncontrolling interests

 —

 ( 39
)

 —

 —

 —

 —

 ( 39
)

 ( 161
)

 ( 200
)

 Offering costs

 —

 ( 16
)

 —

 —

 —

 —

 ( 16
)

 —

 ( 16
)

 —

)

 —

 —

 —

 —

)

 —

)

 Balance at December 31, 2024

 3,664,173

 $

 $
 —

 $
 —

 $

 $
 2,281

 $
 304,057

 Balance

 3,664,173

 $

 $
 —

 $
 —

 $

 $
 2,281

 $
 304,057

 See
accompanying notes to consolidated financial statements.

 Consolidated
Statements of Cash Flows

 (in
thousands)

 2024

 2023

 Year Ended December 31,

 2024

 2023

 Cash flows from operating activities

 $
)

 $
 ( 14,362
)

 Adjustments to net loss:

 Amortization of rent-related intangibles and straight-line rent adjustments

 ( 2
)

 ( 820
)

 Depreciation and amortization including intangible assets and deferred financing costs

 5,514

 2,067

 Impairment of real estate

 4,060

 Unrealized loss on interest rate derivatives, net

 Changes in operating assets and liabilities:

 Increase in due to affiliates

 2,513

 1,896

 Increase in other assets

 ( 223
)

 ( 228
)

 (Decrease) increase in accounts payable

 ( 248
)

 Increase (decrease) in accrued expenses and other liabilities

 1,611

 ( 103
)

 Net cash used in operating activities

 ( 13,689
)

 ( 6,945
)

 Cash flows from investing activities

 Development of real estate

 ( 137,845
)

 ( 139,733
)

 Other investing activity

 ( 244
)

 ( 200
)

 Acquisition of real estate

 —

 ( 5,190
)

 Net cash used in investing activities

 ( 138,089
)

 ( 145,123
)

 Cash flows from financing activities

 Proceeds from construction loans

 102,767

 21,874

 Proceeds from term loans

 55,755

 —

 Repayment of loan from affiliate

 ( 4,000
)

 ( 1,500
)

 Payment of debt issuance costs

 ( 3,143
)

 ( 2,618
)

 Proceeds from units issued

 3,061

 7,932

 Proceeds from loan from affiliate

 2,600

 5,500

 Distribution to noncontrolling interests

 ( 247
)

 ( 24
)

 Other financing activities, net

 ( 96
)

 Contributions from noncontrolling interests

 Payment of offering costs

 ( 47
)

 ( 373
)

 Payment of financing deposits

 —

 ( 225
)

 Net cash provided by financing activities

 157,024

 30,686

 Net increase (decrease) in cash cash equivalents and restricted cash

 5,246

 ( 121,382
)

 Cash and cash equivalents and restricted cash, beginning of year

 23,585

 144,967

 Cash and cash equivalents and restricted cash, end of year

 $
 28,831

 $
 23,585

 See
accompanying notes to consolidated financial statements.

 BELPOINTE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 Note
1 – Organization, Business Purpose and Capitalization

 Organization
and Business Purpose

PREP, LLC (together with its subsidiaries, the "Company," "we," "us," or "our") is focused
on identifying, acquiring, developing or redeveloping and managing commercial real estate located within "qualified opportunity
zones." We were formed on January 24, 2020 as a Delaware limited liability company and qualify as a partnership and qualified opportunity
fund for U.S. federal income tax purposes.

 At
least 90% of our assets consist of qualified opportunity zone property, and all of our assets are held by, and all of our operations
are conducted through, one or more operating companies (each an "Operating Company" and collectively, our "Operating
Companies"), either directly or indirectly through their subsidiaries. We are externally managed by Belpointe PREP Manager, LLC
(our "Manager"), an affiliate of our sponsor, Belpointe, LLC (our "Sponsor"). Subject to the oversight of our
board of directors (our "Board"), our Manager is responsible for managing our affairs on a day-to-day basis and for identifying
and making acquisitions and investments on our behalf.

 Capitalization

 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
May 9, 2023, the U.S. Securities and Exchange Commission (the "SEC") declared effective our 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
$ 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").

 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 may 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 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 units sold
in the Follow-on Offering.

 In
addition, the Follow-on Registration Statement constituted a post-effective amendment to our initial registration statement on Form S-11,
as amended (File No. 333-255424), registering our continuous primary offering of up to $ 750,000,000 of Class A units, declared effective
by the SEC on September 30, 2021 (our "Primary Offering" and, together with our Follow-on Offering, our "Public Offerings").
For the year ended December 31, 2024, we have sold aggregate gross proceeds of $ 3.1 million, of Class A units in connection with our
Public Offerings. Together with the gross proceeds raised in Belpointe REIT, Inc.'s prior offerings, as of December 31, 2024, we
have raised aggregate gross offering proceeds of $ 357.3 million in our Public Offerings.

 The
purchase price for Class A units in our Public Offerings is the lesser of (i) the current net asset value (the "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 (the "NYSE")
during regular trading hours on the last trading day immediately preceding the investment date on which the NYSE was open for trading
and trading in our Class A units occurred. Our Manager calculates our NAV within approximately 60 days of the last day of each quarter,
and any adjustments take effect as of the first business day following its public announcement. On March 10, 2025, we announced that
our NAV as of December 31, 2024 was equal to $ 119.94 per Class A unit.

 Note
2 – Summary of Significant Accounting Policies

 Basis
of Presentation

 The
accompanying consolidated financial statements have been prepared on the accrual basis of accounting and conform to accounting principles
generally accepted in the United States of America ("U.S. GAAP") and Article 8 of Regulation S-X of the rules and regulations
of the U.S. Securities and Exchange Commission ("SEC").

 In
the opinion of management, all adjustments considered necessary for a fair presentation of the Company's financial position, results
of operations and cash flows have been included and are of a normal and recurring nature.

 Basis
of Consolidation

 The
accompanying consolidated financial statements reflect all of our accounts, including those of our controlled subsidiaries. The portion
of members'capital (deficit) in controlled subsidiaries that are not attributable, directly or indirectly, to us are presented
in noncontrolling interests. All significant intercompany accounts and transactions have been eliminated.

 We
have evaluated our economic interests in entities to determine if they are deemed to be variable interest entities ("VIEs")
and whether the entities should be consolidated. An entity is a VIE if it has any one of the following characteristics: (i) the entity
does not have enough equity at risk to finance its activities without additional subordinated financial support; (ii) the at-risk equity
holders, as a group, lack the characteristics of a controlling financial interest; or (iii) the entity is structured with non-substantive
voting rights. The distinction between a VIE and other entities is based on the nature and amount of the equity investment and the rights
and obligations of the equity investors. Fixed price purchase and renewal options within a lease, as well as certain decision-making
rights within a loan or joint-venture agreement, can cause us to consider an entity a VIE. Limited partnerships and other similar entities
that operate as a partnership will be considered VIEs unless the limited partners hold substantive kick-out rights or participation rights.

 Significant
judgment is required to determine whether a VIE should be consolidated. We review all agreements and contractual arrangements to determine
whether (i) we or another party have any variable interests in an entity, (ii) the entity is considered a VIE, and (iii) which variable
interest holder, if any, is the primary beneficiary of the VIE. Determination of the primary beneficiary is based on whether a party
(a) has the power to direct the activities that most significantly impact the economic performance of the VIE, and (b) has the obligation
to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE.

 The
following table presents the financial data of the consolidated VIEs included in the consolidated balance sheets as of December 31, 2024
and 2023, respectively (amounts in thousands):

 Schedule of Carrying Value Net Assets

 2024

 2023

 2024

 2023

 Assets

 Real estate

 Land

 $
 41,223

 $
 26,059

 Building and improvements

 236,165

 12,953

 Furniture, fixtures and equipment

 2,633

 —

 Intangible assets

 6,174

 6,816

 Real estate under construction

 190,750

 290,627

 Total Real estate

 476,945

 336,455

 Accumulated depreciation and amortization

 ( 5,578
)

 ( 2,161
)

 Real estate, net

 471,367

 334,294

 Cash and cash equivalents

 2,566

 8,204

 Other assets

 7,096

 7,841

 Total assets

 $
 481,029

 $
 350,339

 Liabilities

 Debt, net

 $
 177,017

 $

 Due to affiliates

 3,413

 7,292

 Lease liabilities

 Accounts payable

 13,137

 12,374

 Accrued expenses and other liabilities

 9,690

 8,595

 Total liabilities

 $
 203,278

 $
 47,964

 An
interest in a VIE requires reconsideration when an event occurs that was not originally contemplated. At each reporting period we will
reassess whether there are any events that require us to reconsider our determination of whether an entity is a VIE and whether it should
be consolidated.

 Emerging
Growth Company Status

 We
are an "emerging growth company," as defined in the Jump Start Our Business Startups Act of 2012 ("JOBS Act").
Under Section 107 of the JOBS Act, emerging growth companies are permitted to use an extended transition period provided in Section 7(a)(2)(B)
of the Securities Act of 1933, as amended (the "Securities Act"), for complying with new or revised accounting standards
that have different effective dates for public and private companies. We have elected to use the extended transition period provided
in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards that have different effective dates
for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company, or (ii) affirmatively
and irrevocably opt out of the extended transition period provided in Section 7(a)(2)(B). By electing to extend the transition period
for complying with new or revised accounting standards, our consolidated financial statements may not be comparable to the consolidated
financial statements of companies that comply with public company effective dates.

 We
will remain an emerging growth company until the earlier of (i) December 31, 2026 (the last day of the fiscal year following the fifth
anniversary of our Primary Offering), (ii) the last day of the first fiscal year in which we have total annual gross revenue of at least
$1.07 billion, (iii) the last day of the first fiscal year in which we are deemed to be a "large accelerated filer," as defined
in the rules under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and (iv) the date on which we have
issued more than $1.0 billion in non-convertible debt during the prior three-year period.

 To
the extent that we continue to qualify as a "smaller reporting company," as defined in Rule 12b-2 under the Exchange Act,
after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth company may
continue to be available to us as a smaller reporting company, including: (i) not being required to comply with the auditor attestation
requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002; and (ii) the requirement to provide only two years of audited financial
statements, instead of three years.

 Use
of Estimates

 The
preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that
affect the amounts reported in our consolidated financial statements and the accompanying notes to the consolidated financial statements.
Actual results could materially differ from those estimates.

 Liquidity

 Our
primary need for liquidity is to fund our investments, including construction and development costs, pay our Public Offering and operating
fees and expenses, pay any distributions that we may make to the holders of our units and pay interest on our outstanding indebtedness.

 As
of December 31, 2024, we held cash, cash equivalents and other short-term investments of $ 24.7 million. We believe that our cash
on-hand as of December 31, 2024, together with the anticipated net proceeds from our Public Offerings, the projected cash flows
from our real estate assets and our current and anticipated financing activities will be sufficient to fund our operations for at least
12 months from the date of issuance of these consolidated financial statements.

 Our
future needs for liquidity will depend on a variety of factors, including, without limitation, our ability to generate cash flows from
operations, the timing and availability of net proceeds from our Public Offerings and any future offerings that we may conduct, the timing
and extent of our real estate acquisition and disposition activities, and the timing and extent of our construction and development costs.
Economic uncertainty, uncertainty surrounding legislation, regulation and government policy at the U.S. federal level, fluctuating interest
rates, unemployment rates, energy prices, tariffs, immigration, taxes, inflation, volatility in the real estate markets, slowdowns in
transaction volume, delays in financings from banks and other lenders and other negative trends may, in the future, adversely impact
our ability to timely access potential sources of liquidity. If we are unable to raise additional capital when desired, or on terms that
are acceptable to us, our business, financial condition and results of operations could be adversely affected.

 Segment
Reporting

 We
are focused on identifying, acquiring, developing or redeveloping and managing real estate assets located within qualified
opportunity zones. Our operating segments are based on the way we organize and evaluate our business internally. We currently
operate in two
reportable segments, commercial and mixed-use, which are further described in Note 12 - Segment Reporting.

 Allocation
of Purchase Price of Acquired Assets and Liabilities

 Upon
the acquisition of real estate properties we determine whether a transaction is a business combination, which requires that the assets
acquired and liabilities assumed constitute a business. If the assets acquired are not a business, we account for the transaction as
an asset acquisition. We capitalize acquisition-related costs and fees associated with our asset acquisitions, and expense acquisition-related
costs and fees associated with business combinations.

 It
is our policy to allocate the purchase price of properties to acquired tangible assets, consisting of land, buildings, fixtures and improvements,
and identified intangible lease assets and liabilities, consisting of the value of above-market and below-market leases, as applicable,
the other value of in-place leases, certain development rights and the value of tenant relationships, based in each case on their fair
values. The fair value of the tangible assets of an acquired property is determined by valuing the property as if it were vacant, which
value is then allocated to land, buildings and improvements based on management's determination of the fair values of these assets.
We measure the aggregate value of other intangible assets acquired based on the difference between the property valued (i) with existing
in-place leases, adjusted to market rental rates, and (ii) as if vacant. Other factors considered include an estimate of carrying costs
during hypothetical expected lease-up periods considering current market conditions and costs to execute similar leases.

 We
consider information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities
in estimating the fair value of the tangible and intangible assets acquired. In estimating carrying costs, we include real estate taxes,
insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods. We estimate
costs to execute similar leases including leasing commissions and legal and other related expenses to the extent that such costs have
not already been incurred in connection with a new lease origination as part of the transaction. In connection with the purchase of real
property for development use, development rights are often transferred from one party to another to provide additional density. This
transfer of rights allows an entity to permit, construct and develop additional dwelling units. Accordingly, we allocate a portion of
the purchase price to these development right intangible assets based on the value attributed to the land of which we do not hold title
to but are provided density transfer rights over. These rights are amortized to amortization expense over the useful life based on the
respective contract. If the rights are transferred in perpetuity and there are no legal, regulatory, contractual, competitive, economic
or other factors that limit its useful life, we consider the intangible asset indefinite-lived and therefore do not amortize.

 The
total amount of other intangible assets acquired are further allocated to in-place lease values and customer relationship intangible
values based on management's evaluation of the specific characteristics of each tenant's lease and our overall relationship
with that respective tenant. We consider the nature and extent of our existing business relationships with the tenant, growth prospects
for developing new business with the tenant, the tenant's credit quality and expectations of lease renewals (including those existing
under the terms of the lease agreement), among other factors. We amortize the value of in-place leases to depreciation and amortization
expense over the remaining term of the respective leases (as well as any applicable below market renewal options). The value of customer
relationship intangibles will be amortized to expense over the initial term in the respective leases, but in no event will the amortization
periods for the intangible assets exceed the remaining depreciable life of the building. Should a tenant terminate its lease, the unamortized
portion of the in-place lease value and customer relationship intangibles would be charged to expense in that period.

 The
values of acquired above-market and below-market leases are determined based on our experience and the relevant facts and circumstances
that existed at the time of the acquisitions and are recorded based on the present values (using discount rates which reflect the risks
associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the leases negotiated
and in place at the time of acquisition of the properties, and (ii) our estimate of fair market lease rates for the properties or equivalent
properties. Such valuations include consideration of the non-cancellable terms of the respective leases (as well as any applicable below
market renewal options). The values of above and below-market leases associated with the original non-cancelable lease term are amortized
to rental revenue over the terms of the respective non-cancelable lease periods. The portion of the values of the leases associated with
below-market renewal options, that are likely to be exercised, are amortized to rental revenue over the respective renewal periods.

 When
we acquire leveraged properties, the fair value of the related debt instruments is determined using a discounted cash flow model with
rates that take into account the credit of the tenants, where applicable, and interest rate risk. Such resulting premium or discount
is amortized over the remaining term of the obligation and is included in Other expense in our consolidated statements of operations.
We also consider the value of the underlying collateral taking into account the quality of the collateral, the credit quality of the
tenant, the time until maturity and the current interest rate.

 The
determination of the fair value of the assets and liabilities acquired requires the use of significant assumptions with regard to current
market rental rates, discount rates and other variables.

 Real
Estate

 Real
estate is carried at cost, less accumulated depreciation. Expenditures which improve or extend the useful life of the assets are capitalized,
while expenditures for maintenance and repairs, which do not extend lives of the assets, are charged to expense.

 Deprecation
is calculated using the straight-line method based on the estimated useful lives of the respective assets (not to exceed 40 years).

 Project
costs directly related to the construction and development of real estate projects (including but not limited to interest and related
loan fees, property taxes, insurance and legal costs) are capitalized as a cost of the project. Indirect project costs that relate to
projects are capitalized and allocated to the projects to which they relate. Pertaining to assets under development, capitalization begins
when both direct and indirect project costs have been made and it is probable that development of the future asset is probable. If we
suspend substantially all activities related to the project, we will cease cost capitalization of indirect costs until activities are
resumed. We will not suspend cost capitalization for brief interruptions, interruptions that are externally imposed, or delays that are
inherent in the development process unless there are other circumstances involved that warrant a judgmental decision to cease capitalization.
In addition, capitalization of project costs will cease when the project is considered substantially completed and occupied, or ready
for its intended use (but no later than one year from cessation of major construction activity). Upon substantial completion, depreciation
of these assets will commence. If discrete portions of a project are substantially completed and occupied and other portions have not
yet reached that stage, the substantially completed portions are accounted for separately. We allocate costs incurred between the portions
under construction and the portions substantially completed and only capitalize those costs associated with the portions under construction.

 Impairment
of Long-Lived Assets

 We
evaluate our tangible and identifiable intangible real estate assets for impairment when events such as delays or changes in development,
declines in a property's operating performance, deteriorating market conditions, or environmental or legal concerns bring recoverability
of the carrying value of one or more assets into question. When qualitative factors indicate the possibility of impairment, the total
undiscounted cash flows of the property, including proceeds from disposition, are compared to the net book value of the property. If
the carrying value of the asset exceeds the undiscounted cash flows of the asset, an impairment loss is recorded in earnings to reduce
the carrying value of the asset to fair value, calculated as the discounted net cash flows of the property. In circumstances where the
highest and best use of a property is the fee simple value of vacant land, we compare book value of the property to the appraised value
of the land. If the carrying value of the asset exceeds the appraised value of the land, an impairment loss is recorded to reduce the
carrying value to the appraised value.

 Abandoned
Pursuit Costs

 Pre-development
and due diligence costs incurred in pursuit of new development and acquisition opportunities, which we deem to be probable, will be capitalized
in Other assets in our consolidated balance sheets. If the development or acquisition opportunity is not probable or the status of the
project changes such that it is deemed no longer probable, the costs incurred will be expensed.

 Initial
Direct Costs

 Initial
direct costs are incremental costs of a lease that would not have been incurred had the lease not been executed. Such costs include lease
incentives and leasing commissions. Costs incurred to obtain tenant leases are amortized using the straight-line method over the term
of the related lease agreement. If the lease is terminated early, the remaining unamortized deferred leasing cost is written off. Initial
direct costs are capitalized in Other assets in our consolidated balance sheets.

 Deferred
Financing Costs

 Deferred
financing costs include fees and other expenditures necessary to obtain debt financing and are amortized on a straight-line basis, which
approximates the effective interest method, over the term of the loan. In situations where financing is in place, deferred financing
costs are generally presented as a direct deduction from the related debt liability and any unamortized financing costs are generally
charged to earnings when debt is retired before the maturity date.

 Derivative
Instruments

 Our
derivative instruments are measured at fair value and are recorded as either assets or liabilities in our consolidated balance sheets
depending on the pertinent rights or obligations under the applicable derivative contract. The derivative contracts that we may enter
into are generally concurrent with obtaining floating rate debt and are intended to manage the economic risk of increases in benchmark
interest rates. Our derivative instruments are not designated as hedges for accounting purposes, and therefore we account for changes
in the fair value of the derivative instruments as either a gain or loss in the consolidated statements of operations.

 Cash
and Cash Equivalents

 Cash
and cash equivalents consist of cash held in major financial institutions, cash on hand and liquid investments with original maturities
of three months or less. Cash balances may at times exceed federally insurable limits per institution, however, we deposit our cash and
cash equivalents with high credit-quality institutions to minimize credit risk exposure.

 Restricted
Cash

 Restricted
cash consists of amounts required to be reserved pursuant to contractual obligations and lender agreements for debt service. The following
table provides a reconciliation of cash and cash equivalents and restricted cash reported within our consolidated balance sheets to our
consolidated statements of cash flows (amounts in thousands):

of Restricted Cash and Cash Equivalents

 2024

 2023

 2024

 2023

 Cash and cash equivalents

 $
 24,737

 $
 20,125

 Restricted
 cash (1)

 4,094

 3,460

 Total cash and cash equivalents and restricted cash

 $
 28,831

 $
 23,585

 (1)
 Restricted
 cash is included within Other assets in our consolidated balance sheets.

 Subscriptions
Receivable

 Subscriptions
receivable consists of units that have been issued with subscriptions that have not yet settled. Subscriptions receivable are carried
at cost which approximates fair value. As of December 31, 2024 and 2023, there was no subscriptions that had not yet settled.

 Non-controlling

 A
non-controlling interest in a subsidiary (minority interest) is an ownership interest in the consolidated entity that should be reported
as equity in the consolidated financial statements and separate from the parent company's equity. In addition, consolidated net
loss is required to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest and
the amount of consolidated net loss attributable to the parent and the noncontrolling interests are required to be disclosed on the face
of the consolidated statements of operations.

 Organization,
Public Offerings and Other Operating Costs

 Organization
costs are expensed as incurred. Offering expenses include, without limitation, legal, accounting, printing, mailing and filing fees and
expenses, fees and expenses of our escrow agent and transfer agent. Offering costs, when incurred, will be charged to members'
equity against the gross proceeds of an offering. Our Public Offering costs for the years ended December 31, 2024, and 2023, were less
than $ 0.1 million, and $ 0.4 million, respectively. We became liable to reimburse our Manager and its affiliates, including our Sponsor,
when the first closing was held in connection with our Primary Offering, which occurred in October 2021.

to a management agreement by and among the Company, our Operating Companies and our Manager (the "Management Agreement"),
we reimburse our Manager, Sponsor, and their respective affiliates, for actual expenses incurred on our behalf in connection with the
selection, acquisition or origination of an investment, whether or not we ultimately acquire or originate the investment. We also reimburse
our Manager, Sponsor, and their respective affiliates, for out-of-pocket expenses paid to third parties in connection with providing
services to us. Pursuant to the employee and cost sharing agreement by and among the Company, our Operating Companies, our Manager and
our Sponsor (the "Employee and Cost Sharing Agreement"), we reimburse our Sponsor and our Manager for expenses incurred for
our allocable share of the salaries, benefits and overhead of personnel providing services to us. The expenses are payable, at the election
of the recipient, in cash, by issuance of our Class A units at the then-current NAV, or through some combination of the foregoing.

 Reclassifications

prior period amounts have been reclassified to conform to the current period presentation.

 Risks
and Uncertainties

 Demand
for commercial and mixed-use rental properties is subject to uncertainty as a result of a number of factors, including, among
others, increasing interest rates, the availability of credit, higher rates of inflation, the rate of unemployment, and ongoing
supply chain disruptions. The potential effect of these and other factors presents material uncertainty and risk with respect to our
future performance and financial results, including the potential to negatively impact our costs of operations, our financing
arrangements, the value of our investments, and the laws, regulations, and government and regulatory policies applicable to us. We
are closely monitoring the potential impact of these and other factors on all aspects of our investments and operations.

 Other
Assets and Liabilities

 Other
assets in our consolidated balance sheets include our transaction costs pertaining to our deal pursuits, restricted cash, interest on
loan receivables, property deposits, capitalized leasing commissions, corporate fixed assets, utility deposits, prepaid expenses, and
accounts receivable. We include accrued expenses, straight-line lease liabilities, accrued interest, prepaid rent, leasing commission payables and security
deposits payable in Accrued expenses and other liabilities in our consolidated balance sheets.

 Income
Taxes

 We
intend to operate in a manner that will allow us to qualify as a partnership for U.S. federal income tax purposes. Generally, an entity
that is treated as a partnership for U.S. federal income tax purposes is not a taxable entity and incurs no U.S. federal income tax liability.
Accordingly, no provision for U.S. federal income taxes has been made in our consolidated financial statements. If we fail to qualify
as a partnership for U.S. federal income tax purposes in any taxable year, and if we are not entitled to relief under the Code for an
inadvertent termination of our partnership status, we will be subject to federal and state income tax on our taxable income at regular
corporate income tax rates.

 Loss
Per Unit

 Loss
per unit represents both basic and dilutive per-unit amounts for the period presented in our consolidated financial statements. Basic
and diluted loss per unit is calculated by dividing Net loss attributable to the Company by the weighted-average number of Class A units
outstanding during the year.

 Recent
Accounting Pronouncements

 In
March 2024, the SEC adopted final rules under Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures
for Investors (the "Climate Rules"). The Climate Rules require quantitative and qualitative disclosure of certain climate-related
information in registration statements and annual reports filed. These disclosures include financial statement footnote disclosure related
to the effects of certain severe weather events and other natural conditions. In April 2024, the SEC issued an order staying the Climate
Rules pending completion of a judicial review of certain petitions challenging their validity. If the stay is lifted, the effective dates
remain unchanged and we remain a smaller reporting company, emerging growth company or non-accelerated filer, the Climate Rules will
be effective for our fiscal year ending December 31, 2027. We are currently evaluating the impact of the Climate Rules on our consolidated
financial statements.

 Recently
Adopted Accounting Pronouncements

 In
November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")
2023-07, S e gment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07").
ASU 2023-07 is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years
beginning after December 15, 2024. The objective of ASU 2023-07 is to improve reportable segment disclosure requirements, primarily
through enhanced disclosures about significant segment expenses. The Company adopted ASU 2023-07 during the fourth quarter of 2024
and these consolidated financial statements incorporate the required disclosures. See Note 12 - Segment Reporting.

 Note
3 – Leases

 Lessor
Accounting

 We
own rental properties which are leased to tenants under operating leases that typically have terms of between 12 and 24 months with
current expirations ranging from 2025 to 2040, and with options to extend or terminate the leases. Revenues from such leases are
reported as Rental revenue in our consolidated statements of operations, and are comprised of (i) lease components, which includes
fixed and variable lease payments and (ii) non-lease components which includes reimbursements of property level operating expenses.
We do not separate non-lease components from the related lease components as the timing and pattern of transfer are the same and
account for the combined component.

 Fixed
lease revenues represent the base rent that each tenant is required to pay in accordance with the terms of their respective leases reported
on a straight-line basis over the non-cancelable term of the lease. Variable lease revenues include payments based on (i) tenant reimbursements,
(ii) changes in the index or market-based indices after the inception of the lease, (iii) percentage rents, or (iv) the operating performance
of the property. Variable lease revenues are not recognized until the specific events that trigger the variable payments have occurred.

 The
following table summarizes the components of lease revenues (amounts in thousands):

of Components of Lease Revenues

 2024

 2023

 2024

 2023

 Fixed lease revenues

 $
 2,121

 $
 1,019

 Variable lease revenues (1)

 Lease revenues (2) (3)

 $
 2,673

 $
 1,434

 (1)
 reimbursements for property taxes, insurance, and common area maintenance services.

 (2)
 Excludes
 lease intangible amortization of less than $ 0.1 million, and $ 0.8 million, for the years
 ended December 31, 2024, and 2023, respectively.

 (3)
 Excludes
 straight-line rent of less than $ 0.1 million for the years ended December 31, 2024, and 2023,
 respectively.

 In
certain of our leases, the tenant is obligated to pay the real estate taxes, insurance, and certain other expenses directly to the vendor.
These obligations, which have been assumed by the tenants, are not reflected in our consolidated financial statements. To the extent
any such tenant defaults on its lease or if it is deemed probable that the tenant will fail to pay for such obligations, a liability
for such obligations would be recorded.

 We
assess the collectability of substantially all lease payments due, including unbilled rent receivable balances, by reviewing a tenant's
payment history and financial condition, and the age of the receivables. Changes to collectability are recognized as a current period
adjustment to rental revenue. We have assessed the collectability of all recorded lease revenues as probable as of December 31, 2024.

 Minimum
Future Lease Payments

 The
following table summarizes the minimum future contractual rents to be received (exclusive of expenses paid by tenants, and percentage
of sales rents) on non-cancellable tenant operating leases as of December 31, 2024 (amounts in thousands):

of Minimum Future Lease Payments

 For the year ended December 31, (1)

 (1)

 2025

 $
 5,569

 2026

 3,287

 2027

 1,324

 2028

 1,352

 2029

 1,348

 Thereafter

 10,720

 Total (2)

 $
 23,600

 (1)
 A majority of our operating leases have terms of between 12 and 24 months, however expiration dates range from 2025
to 2040.

 (2)
 Excludes
 $ 0.1 million of straight-line rent and $ 1.2 million of lease intangible amortization.

 Note
4 – Related Party Arrangements

 Our
Transactions with Belpointe Development Holding, LLC

 On
May 16, 2024, we entered into an agreement, which has since been amended, to borrow up to $ 3.0 million in principal amount from Belpointe
Development Holding, LLC, an affiliate of our Chief Executive Officer, pursuant to the terms of a revolving credit facility agreement
(the "BDH Facility"). Interest accrues on the BDH Facility at an annual rate of 5.0 %, due and payable at maturity. The BDH
Facility is due to mature on August 31, 2026. Proceeds under the BDH Facility are to be used for general corporate purposes. As of December
31, 2024, the BDH Facility had an outstanding principal balance of $ 2.6 million and accrued interest of less than $ 0.1 million.

 On
October 30, 2023, we borrowed $ 1.5 million from Belpointe Development Holding, LLC, an entity in which certain immediate family members
of our Chief Executive Officer have a passive indirect minority beneficial ownership interest, pursuant to the terms of an unsecured
promissory note (the "BDH Note"). The BDH Note was due and payable on March 31, 2024 and interest accrued on the BDH Note
at an annual rate of 4.5 %. The proceeds of the loan were used for general corporate purposes. On December 29, 2023, the BDH Note, including
accrued interest of less than $ 0.1 million, was repaid in full.

 Our
Transaction with Lacoff Holding II, LLC

 On
December 29, 2023, we borrowed $ 4.0 million from Lacoff Holding II LLC, an affiliate of our Chief Executive Officer, pursuant to the
terms of a promissory note (the "LH II Loan"). The LH II Loan was due and payable on April 1, 2024 and interest accrued on
the LH II Note at an annual rate of 5.26 %. The proceeds of the loan were used for general corporate purposes. On February 8, 2024, the
LH II Loan, including accrued interest of less than $ 0.1 million, was repaid in full.

 Joint
Ventures

the years ended December 31, 2024 and 2023, less than $ 0.1 million, and less than $ 0.1 million, respectively, of noncontrolling interest
contributions were made by affiliates of our Sponsor representing their 0.1 % ownership in various investments. These noncontrolling interests
will be allocated profit and loss in accordance with the respective operating agreements.

 Our
Relationship with Our Manager and Sponsor

 Our
Manager is an affiliate of our Sponsor and is indirectly owned by our Chief Executive Officer and beneficially owned by certain immediate
family members of our Chief Executive Officer. Our Manager and its affiliates, including our Sponsor, receive fees or reimbursements
in connection with our Public Offerings and the management of our investments.

 The
following table summarizes the fees incurred on our behalf by, and expenses reimbursable to, our Manager and its affiliates, including
our Sponsor, in accordance with the terms of our relevant agreements with such parties (amounts in thousands):

 Schedule of Non Cash Activity to Related Party

 2024

 2023

 2024

 2023

 Amounts included in the Consolidated Statements of Operations

 Costs incurred by our Manager and its affiliates (1)

 $
 3,128

 $
 3,050

 Management fees (2)

 2,705

 2,693

 Insurance (3)

 Director compensation

 Costs and expenses related parties

 $
 6,706

 $
 6,272

 Capitalized costs included in the Consolidated Balance Sheets

 Development fee and reimbursements

 $
 5,438

 $
 7,324

 Insurance (3)

 2,479

 2,160

 Capitalized costs

 $
 7,917

 $
 9,484

 (1)
 wage, overhead and other reimbursements to our Manager and its affiliates, including our
 Sponsor, which are included in General and administrative in our consolidated statements
 of operations.

 (2)
 Included
 in Property expenses in our consolidated statements of operations.

 (3)
 Our
 insurance premiums are prepaid and are included in Other assets in our consolidated balance
 sheets and are amortized monthly to either Property expenses in our consolidated statements
 of operations or Real estate under construction in our consolidated balance sheets.

 The
following table summarizes amounts included in Due to affiliates in our consolidated balance sheets (amounts in thousands):

 Schedule of Due to Related Party

 2024

 2023

 2024

 2023

 Amounts Due to affiliates

 Management fees

 $
 4,070

 $
 1,365

 Development fees

 2,546

 6,129

 Employee cost sharing and reimbursements (1)

 2,388

 2,856

 Accrued interest

 —

 Director compensation

 Amounts
 Due to affiliates

 $
 9,103

 $
 10,370

 (1)
 wage, overhead and other reimbursements to our Manager and its affiliates, including our
 Sponsor.

 Public
Offering Expenses

 Our
Manager and its affiliates, including our Sponsor, are reimbursed, for organizational and offering expenses incurred in connection with
our Public Offerings. We became liable to reimburse our Manager and its affiliates, including our Sponsor, when the first closing was
held in connection with our Primary Offering, which occurred in October 2021.

 There
were no organizational or Public Offering expenses incurred by our Manager and its affiliates during the years ended December 31, 2024
and 2023.

 Other
Operating Expenses

to the terms of a management agreement between us, our Operating Companies and our Manager (the "Management Agreement"),
we reimburse our Manager, Sponsor and their respective affiliates for actual expenses incurred on our behalf in connection with the selection,
acquisition or origination of investments, whether or not we ultimately acquire or originate an investment. We also reimburse our Manager,
Sponsor and their respective affiliates for out-of-pocket expenses paid to third parties in connection with providing services to us.

to the terms of an employee and cost sharing agreement between us, our Operating Companies, our Manager and our Sponsor, we reimburse
our Sponsor and our Manager for expenses incurred for our allocable share of the salaries, benefits and overhead of personnel providing
services to us. During the years ended December 31, 2024, and 2023, our Manager and its affiliates, including our Sponsor, incurred operating
expenses of $ 2.6 million and $ 2.9 million, respectively, on our behalf. The expenses are payable, at the election of the recipient, in
cash, by issuance of our Class A units at the then-current NAV, or through some combination of the foregoing. As of December 31, 2024,
all expenses incurred since inception have been paid in cash.

 Management
Fee

 Subject
to the limitations set forth in our Amended and Restated Limited Liability Company Operating Agreement (our "Operating Agreement")
and the oversight of our Board, our Manager is responsible for managing our affairs on a day-to-day basis and for the origination, selection,
evaluation, structuring, acquisition, financing and development of our commercial real estate properties, real estate-related assets,
including but not limited to commercial real estate loans, 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.

to the Management Agreement, we pay our Manager a quarterly management fee in arrears of one-fourth of 0.75 %. The management fee is based
on our NAV at the end of each quarter.

 Development
Fees and Reimbursements

 Affiliates
of our Sponsor are entitled to receive (i) development fees on each project in an amount that is usual and customary for comparable services
rendered to similar projects in the geographic market of the project, and (ii) reimbursements for their expenses, such as employee compensation
and other overhead expenses incurred in connection with the project.

 In
connection with our acquisition of several parcels, comprising 1.6-acres of land, located in St. Petersburg, Florida, in October 2020,
and our acquisition of 900 8th Avenue South (as defined and described in greater detail in "Note 5 – Real Estate, Net"),
a development fee of 4.5 % of total project costs will be charged throughout the course of each project, of which one half was due at
the close of each acquisition.

 On
March 29, 2022, we commenced construction on one of our properties located in Sarasota, Florida, and in connection therewith, due to
an increase in scope of work, we agreed to increase the development fee payable to an affiliate of our Sponsor under the terms of our
existing development management agreement from 4.0 % to 4.25 %. In addition, again due to the increase in scope of work, as well as due
to increases in construction costs, we also revised our construction budget. As a result of the increase in development fees and revisions
to our construction budget, we incurred an additional upfront development fee of $ 2.5 million, which is included in Real estate under
construction in our consolidated balance sheets. The remaining development fee will be charged throughout the course of the project in
accordance with the terms of the development management agreement.

the years ended December 31, 2024, and 2023, we incurred development fees earned during the construction phase of $ 4.2 million, and $ 5.9
million, respectively. As of December 31, 2024 and 2023, $ 2.5 million and $ 6.1 million, respectively, remained due and payable to our
affiliates for development fees.

the years ended December 31, 2024, and 2023, we incurred employee reimbursement expenditures to our affiliates acting as development
managers of $ 1.7 million, and $ 1.6 million, respectively, of which $ 1.1 million, and $ 1.2 million, respectively, is included in Real
estate under construction in our consolidated balance sheets, and $ 0.6 million, $ 0.4 million, respectively, is included in General and
administrative expenses in our consolidated statements of operations. As of December 31, 2024 and 2023, $ 1.2 million and $ 1.3 million,
respectively, remained due and payable to our affiliates for employee reimbursement expenditures.

 On
April 25, 2023, each of the indirect majority-owned subsidiaries for our Nashville investments entered into development management agreements
with certain development entities in which immediate family members of our Chief Executive Officer have a passive indirect minority beneficial
ownership interest (collectively, the "Nashville DMAs"). The aggregate development fees payable under the Nashville DMAs
are equal to 55 % of 4.5 % of the development budget or hard costs, as applicable. During the year ended December 31, 2023, we incurred
$ 0.4 million of development fees related to the Nashville DMAs, which were capitalized to Real estate under construction in our consolidated
balance sheets, with the remaining development fees payable upon our achieving various milestones throughout the development of our Nashville
investments. As of December 31, 2024, $ 0.4 million in development fees related to the Nashville DMAs remained outstanding and payable.

 Acquisition
Fees

 We
will pay our Manager, Sponsor, or an affiliate of our Manager or Sponsor, an acquisition fee equal to 1.5 % of the total value of any
acquisition transaction, including any acquisition through merger with another entity (but excluding any transactions in which our Sponsor,
or an affiliate of our Manager or Sponsor, would otherwise receive a development fee). We did not incur any acquisition fees during the
years ended December 31, 2024 and 2023, since all investments acquired during these periods were, or will be, subject to payment of development
fees.

 Insurance

immediate family members of our Chief Executive Officer have a passive indirect minority beneficial ownership interest in Belpointe Specialty
Insurance, LLC ("Belpointe Specialty Insurance"). Belpointe Specialty Insurance has acted as our broker in connection with
the placement of insurance coverage for certain of our properties and operations. Belpointe Specialty Insurance earns brokerage commissions
related to the brokerage services that it provides to us, which commissions vary, are based on a percentage of the premiums that we pay
and are set by the insurer. We have also engaged Belpointe Specialty Insurance to provide us with contract insurance consulting services
related to owner-controlled insurance programs, for which we pay an administration fee.

the years ended December 31, 2024, and 2023, we obtained insurance coverage and paid premiums in the aggregate amount of $ 2.9 million,
and $ 2.6 million, respectively, from which Belpointe Specialty Insurance earned commissions and administrative fees of $ 0.2 million,
and $ 0.2 million, respectively. Insurance premiums are prepaid and are included in Other assets in our consolidated balance sheets.

 Economic
Dependency

 Under
various agreements we have engaged our Manager and its affiliates, including in certain cases our Sponsor, to provide certain
services that are essential to us, including asset management services, asset acquisition and disposition services, supervision of
our Public Offerings and any other offerings that we may conduct, as well as other administrative responsibilities for the Company,
including, without limitation, accounting services and investor relations services. As a result of these relationships, we are
dependent upon our Manager and its affiliates, including our Sponsor. In the event that our Manager and its affiliates are unable to
provide us with the services that we have engaged them to provide, we would be required to find alternative service
providers.

 Note
5 – Real Estate, Net

 Acquisitions
of Real Estate During 2023

 On
June 28, 2022, through an indirect majority-owned subsidiary of our Operating Company, we acquired a 70.2 % controlling interest (the
"CMC Interest") in CMC Storrs SPV, LLC ("CMC"), a holding company for an approximately 60 -acre site located in
Mansfield, Connecticut. As part of the transaction, two unaffiliated joint venture partners (the "CMC JV Partners") were
deemed to have made initial capital contributions to CMC. Following our acquisition of the CMC Interest, we discovered that one of the
CMC JV Partners had misappropriated cash from the other's cash account. Accordingly, the CMC JV Partner forfeited $ 1.0 million,
or 29.8 %, of their noncontrolling interest in CMC on March 24, 2023 (a non-cash financing activity during the year ended December 31,
2023). As a result of the forfeiture, we indirectly own a 100 % controlling interest in CMC.

 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. We
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.

 Real
Estate Under Construction

 The
following table provides the activity of our Real estate under construction (amounts in thousands):

of Real Estate Under Construction

 2024

 2023

 2024

 2023

 Beginning balance

 $
 291,130

 $
 133,898

 Placed in service

 ( 235,675
)

 —

 Capitalized costs (1) (2)

 133,236

 155,969

 Capitalized interest

 3,394

 Impairment charges (3)

 ( 777
)

 ( 4,060
)

 Land held for development (4)

 —

 4,936

 Ending balance

 $
 191,308

 $
 291,130

 (1)
 development fees and employee reimbursement expenditures. See "Note 4 – Related Party Agreements" for additional details regarding our transactions with related parties.

 (2)
 direct and indirect project costs to the construction and development of real estate projects,
 including but not limited to loan fees, property taxes and insurance, incurred of $ 5.4 million
 and $ 3.4 million for the years ended December 31, 2024 and 2023, respectively.

 (3)
 Impairments
 for the years ended December 31, 2024 and 2023 are in relation to one of our real estate
 assets located in Nashville, Tennessee, based on our conclusion that the estimated fair market
 value of the real estate asset was lower than the carrying value, and as a result, we reduced
 the carrying value to the estimated fair market value.

 (4)
 the acquisition of land located in Sarasota, Florida during the year ended December 31, 2023
 as discussed above.

 Placed
in Service

the year ended December 31, 2024, our 1991 Main Street, Sarasota, Florida ("Aster & Links") development project reached
substantial completion, and as a result, we reclassified $ 235.7 million from Real estate under construction to Land ($ 12.3 million),
Building and improvements ($ 220.8 million), and Furniture, fixtures and equipment ($ 2.6 million) on our consolidated balance sheets.

 Non-cash
Disclosures

 Real
estate under construction includes non-cash investing activity of $ 21.0 million for year ended December 31, 2024 (inclusive of unpaid
development fees of $ 2.2 million and unpaid employee cost sharing and reimbursements of $ 0.9 million) and $ 27.6 million for the year
ended December 31, 2023 (inclusive of unpaid development fees of $ 6.1 million and unpaid employee cost sharing and reimbursements of
$ 1.3 million).

 Depreciation
Expense

 Depreciation
expense was $ 4.0 million, and $ 0.8 million for the years ended December 31, 2024, and 2023, respectively, and is included in Depreciation
and amortization in our consolidated statements of operations.

 Note
6 – Intangible Assets and Liabilities

 The
following table summarizes our intangible assets and liabilities (amounts in thousands):

of Intangible Assets And Liabilities

 2024

 2023

 Gross Carrying Amount

 Accumulated Amortization

 Net Carrying Amount

 Gross Carrying Amount

 Accumulated Amortization

 Net Carrying Amount

 Finite-Lived Intangible Assets

 In-place leases

 $
 2,871

 $
 ( 1,188
)

 $
 1,683

 $
 3,513

 $
 ( 1,699
)

 $
 1,814

 Indefinite-Lived Intangible Assets

 Development rights

 5,659

 —

 5,659

 5,659

 —

 5,659

 Total intangible assets

 $
 8,530

 $
 ( 1,188
)

 $
 7,342

 $
 9,172

 $
 ( 1,699
)

 $
 7,473

 Finite-Lived Intangible Liabilities

 Below-market leases

 $
 ( 1,743
)

 $

 $
 ( 1,225
)

 $
 ( 2,100
)

 $

 $
 ( 1,324
)

 Total intangible liabilities

 $
 ( 1,743
)

 $

 $
 ( 1,225
)

 $
 ( 2,100
)

 $

 $
 ( 1,324
)

the years ended December 31, 2024, and 2023, the amortization of in-place lease intangible assets was $ 0.1 million, and $ 1.2 million,
respectively, and is included in Depreciation and amortization in our consolidated statements of operations.

the years ended December 31, 2024, and 2023, the amortization of below-market lease liability was $ 0.1 million and $ 0.8 million,
respectively, and is included in Rental revenue in our consolidated statements of operations.

 Based
on the intangible assets and liabilities recorded as of December 31, 2024, scheduled annual net amortization of intangibles for
the next five calendar years and thereafter is as follows (amounts in thousands):

 Schedule of Annual Net Amortization
of Intangibles

 Years Ending December 31,

 Increase in

 Rental Revenue

 Increase to

 Amortization

 Net

 2025

 $
 ( 80
)

 $

 $

 2026

 ( 80
)

 2027

 ( 80
)

 2028

 ( 80
)

 2029

 ( 80
)

 Thereafter

 ( 825
)

 1,113

 $
 ( 1,225
)

 $
 1,683

 $

 Note
7 – Debt, Net

 2024
Debt Transactions

 On
June 28, 2024, our indirect majority-owned subsidiary entered into a variable-rate construction loan agreement for up to $ 104.0 million
in principal amount (the "1000 First Construction Loan") with various lenders.

 On
June 26, 2024, our indirect majority-owned subsidiary entered into a fixed-rate loan agreement for $ 10.0 million in principal amount
(the "900 8th Land Loan") with KHRE SMA Funding, LLC.

 On
January 31, 2024, our indirect majority-owned subsidiary entered into a fixed-rate mezzanine loan agreement for up to $ 56.4 million in
principal amount (the "1991 Main Mezzanine Loan") with Southern Realty Trust Holdings, LLC.

 2023
Debt Transactions

 On
May 12, 2023, our indirect majority-owned subsidiary entered into a variable-rate construction loan agreement for up to $ 130.0 million
in principal amount (the "1991 Main Construction Loan") with Bank OZK.

 The
following table details our Debt, net (dollars in thousands):

of Debt, Net

 Indebtedness

 Interest Rate

 Maturity Date

 Maximum Facility

 2024

 2023

 Carrying Value as of

 Indebtedness

 Interest Rate

 Maturity Date

 Maximum Facility

 2024

 2023

 Fixed rate loans:

 1991 Main Mezzanine
 Loan (1) (3)

 13.00
 %

 May 2027

 $
 56,378

 $
 46,243

 $
 —

 900 8th Land Loan (2)

 9.50
 %

 June 2025

 N/A

 10,000

 —

 Variable rate loans:

 1991 Main Construction Loan
 (1) (4)

 SOFR
 + 3.45
 %

 May 2027

 $
 130,000

 97,521

 23,076

 1000
 First Construction Loan (5)

 SOFR
 + 3.80
 %

 June 2027

 $
 104,000

 29,468

 —

 Total debt

 183,232

 23,076

 Unamortized debt issuance costs

 ( 3,931
)

 ( 2,239
)

 Unamortized debt discount

 ( 2,284
)

 ( 1,159
)

 Debt, net

 $
 177,017

 $

 (1)
 Loan
 contains a one-year extension option, subject to certain restrictions.

 (2)
 The
 900 8th Land Loan contains two six-month extension options, subject to certain restrictions.

 (3)
 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. Undrawn amounts were held back at closing and are
 being maintained by an administrative agent appointed by the lender (the "Reserves").
 As interest and other obligations accrue, the Reserves balance will be reduced and be added
 to the principal outstanding on the 1991 Main Mezzanine Loan. As of December 31, 2024,
 the Reserves balance was $ 10.1 million.

 (4)
 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 %. To mitigate our exposure to increases to the one-month SOFR,
 we have obtained an interest rate cap (see Note 9 – Derivative Instruments).

 (5)
 The
 1000 First Construction Loan contains two one-year extension options, subject to certain
 restrictions. 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 %. To mitigate our exposure to increases to the one-month SOFR, we have obtained an
 interest rate cap (see Note 9 – Derivative Instruments).

 The
following table summarizes the scheduled future principal payments under our debt arrangements as of December 31, 2024 (amounts
in thousands):

 Schedule of Future Principal Payments

 Year ended December 31,

 2025

 $
 10,000

 2026

 —

 2027

 173,232

 2028

 —

 2029

 —

 Thereafter

 —

 Total

 $
 183,232

paid, net of capitalized interest for the years ended December 31, 2024 and 2023, was $ 7.5 million and zero, respectively.
During the year ended December 31, 2024 we capitalized unpaid lender fees of less than $ 0.1 million, which is a non-cash financing activity.

 Amortization
of deferred financing costs for the years ended December 31, 2024 and 2023, was $ 2.3 million and $ 0.6 million, respectively,
of which $ 1.0 million and $ 0.6 million was capitalized, respectively.

 Guarantees
and Covenants

 Each
of our indebtedness agreements are secured by the individual underlying real estate investments serving as collateral. In connection
with certain agreements, we provided completion guarantees, which, among other things, guarantee completion of the work at each individual
construction project, as well as carveout guarantees pursuant to which we guarantee the borrowers obligations with respect to certain
non-recourse carveout events, such as "bad acts," environmental conditions, and violations of certain provisions of the loan
documents. We also provided a customary environmental indemnity agreement to the certain lenders pursuant to which we agreed to protect,
defend, indemnify, release and hold harmless such lenders from and against certain environmental liabilities related to the real estate
investments for which they apply.

 We
are subject to various financial and operational covenants which includes, but is not limited to, maintaining liquid assets of no less
than $20.0 million and a net worth of no less than $130.0 million. As of December 31, 2024 and 2023, we were in compliance with
all of our loan covenants.

 Note
8 – Fair Value of Financial Instruments

 Fair
value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
marketplace participants at the measurement date under current market conditions ( i.e., the exit price).

 We
categorize our financial instruments, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy.
The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1)
and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the financial instruments fall within different
levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the
instrument.

 Financial
assets and liabilities recorded on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as
follows:

 Level
1 – Quoted market prices in active markets for identical assets or liabilities.

 Level
2 – Significant other observable inputs ( e.g., quoted prices for similar items in active markets, quoted prices for identical
or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield
curves, and market-corroborated inputs).

 Level
3 – Valuation generated from model-based techniques that use inputs that are significant and unobservable in the market. These
unobservable assumptions reflect estimates of inputs that market participants would use in pricing the asset or liability. Valuation
techniques include use of option pricing models, discounted cash flow methodologies or similar techniques, which incorporate management's
own estimates of assumptions that market participants would use in pricing the instrument or valuations that require significant management
judgment or estimation.

 We
estimated that our other financial assets and liabilities had fair values that approximated their carrying values as of December 31,
2024 and 2023.

 Recurring
Fair Value Measurements

 Assets
measured at fair value on a recurring basis is comprised of our interest rate caps (see Note 9 – Derivative Instruments). The valuation
of our interest rate caps are prepared by an independent third-party and is classified as Level 2 in the fair value hierarchy, as the
valuation is approximated using market values of similar instruments in active markets.

 The
following table sets forth the carrying value and estimated fair value of our debt arrangements as of December 31, 2024 and 2023
(amounts in thousands):

 Schedule of
Carrying Value and Estimated Fair Value

 2024

 2023

 Level

 Carrying
 Value (1)

 Fair
 Value (2)

 Carrying
 Value (1)

 Fair
 Value (3)

 Total indebtedness

 $
 177,017

 $
 183,088

 $

 $

 (1)
 Amounts
 disclosed are net of unamortized debt issuance costs and debt discounts.

 (2)
 The
 fair value of our indebtedness as of December 31, 2024 was prepared by an independent
 third-party using a discounted cash flow analysis, reviewed by management utilizing estimated
 credit spreads, and observable market interest rates.

 (3)
 The
 fair value of our debt as of December 31, 2023 approximated its carrying value.

 Note
9 – Derivative Instruments

 In
connection with our variable rate loan agreements ( Note 7 – Debt, Net), we are required to obtain and maintain interest rate protection
in the form of interest rate caps during the term of the loans to effectively limit the impact of increases in the one-month SOFR. We
are subject to credit risk by the counterparty of these derivative instruments in the event of non-performance under the derivative contracts,
however we believe the risk to be minimal.

 The
following table details our derivative financial instrument as of December 31, 2024 (dollars in thousands):

 Schedule of Table Derivative
Financial Instrument

 Interest Rate Derivative

 Notional Amount

 Strike

 Maturity Date

 Interest rate cap

 $
 102,820

 5.07
 %

 July 2025

 Interest rate cap

 $
 104,000

 6.25
 %

 July 2025

 The
following table details the fair value of our derivative financial instruments (amounts in thousands):

 Schedule of Fair Value of Our
Derivative Financial Instruments

 Fair
 Value as of December 31, (1)

 Interest Rate Derivative

 2024

 2023

 Interest rate caps

 $

 $

 (1)
 Amounts
 are included in Other assets in our consolidated balance sheets.

 The
following table details the effect of our derivative financial instrument on our consolidated statement of operations for the years ended
December 31, 2024 and 2023 (in thousands):

 Schedule of Table Details Effect Derivative Financial Instrument

 Interest Rate Derivative

 Location of Gain (Loss)

 2024

 2023

 Interest rate caps

 Other expense

 $
 ( 225
)

 $
 ( 66
)

 Note
10 – Members' Capital

 Our
Operating Agreement generally authorizes our Board to issue an unlimited number of units and options, rights, warrants and appreciation
rights relating to such units for consideration or for no consideration and on the terms and conditions as determined by our Board, in
its sole discretion, in most cases without the approval of our members. These additional securities may be used for a variety of purposes,
including in future offerings to raise additional capital and acquisitions. Our Operating Agreement currently authorizes the issuance
of an unlimited number of Class A units, 100,000 Class B units and one Class M unit.

 For
the years ended December 31, 2024, and 2023, we issued 41,774, and 98,950, respectively, Class A units. As of December 31, 2024,
there were 3,664,173 Class A units, 100,000 Class B units and one Class M unit issued and outstanding. As of December 31, 2023, there
were 3,622,399 Class A units, 100,000 Class B units and one Class M unit issued and outstanding.

 Class
A units

 Upon
payment in full of any consideration payable with respect to the initial issuance of our Class A units, the holder thereof will not be
liable for any additional capital contributions to the Company. Holders of our Class A units are not entitled to preemptive, redemption
or conversion rights. Holders of our Class A units are entitled to one vote per unit on all matters submitted to a vote of our members.
Matters must generally be approved by a majority (or, in the case of the election of directors, by a plurality) of the votes entitled
to be cast.

of our Class A units share ratably in any distributions we make, subject to any statutory or contractual restrictions on distributions
and to any restrictions on distributions imposed by the terms of any preferred units we issue.

 Upon
our dissolution, liquidation or winding up, after payment of all amounts required to be paid to creditors and holders of preferred units,
if any, holders of our Class A units are entitled to receive our remaining assets available for distribution.

 Class
B units

 All
of our Class B units are currently held by our Manager and were issued on September 14, 2021. Holders of our Class B units are not entitled
to preemptive, redemption or conversion rights. Holders of our Class B units are entitled to one vote per unit on all matters submitted
to a vote of our members. Matters must generally be approved by a majority (or, in the case of the election of directors, by a plurality)
of the votes entitled to be cast.

of our Class B units are entitled to share ratably as a class in 5 % of any gains recognized by or distributed to the Company or recognized
by or distributed from our Operating Companies or any subsidiary or other entity related to the Company, regardless of whether the holders
of our Class A units have received a return of their capital. The allocation and distribution rights that the holders of our Class B
units are entitled to may not be amended, altered or repealed, and the number of authorized Class B units may not be increased or decreased,
without the consent of the holders of our Class B units. In addition, our Manager, or any other holder of our Class B units, will continue
to hold the Class B units even if our Manager is no longer our manager.

 Upon
our dissolution, liquidation or winding up, after payment of all amounts required to be paid to creditors and holders of preferred units,
if any, holders of our Class B units will be entitled to receive any accrual of gains or distributions otherwise distributable pursuant
to the terms of the Class B units, regardless of whether the holders of our Class A units have received a return of their capital.

 Class
M unit

 The
Class M unit is currently held by our Manager and was issued on September 14, 2021. The holder of our Class M unit is not entitled to
preemptive, redemption or conversion rights. The holder of our Class M unit is entitled to that number of votes equal to the product
obtained by multiplying (i) the sum of the aggregate number of outstanding Class A units plus Class B units, by (ii) 10, on matters on
which the Class M unit has a vote. Our Manager will continue to hold the Class M unit for so long as it remains our manager.

 The
holder of our Class M unit does not have any right to receive ordinary, special or liquidating distributions.

 Preferred
units

 Under
our Operating Agreement, our Board may from time to time establish and cause us to issue one or more classes or series of preferred units
and set the designations, preferences, rights, powers and duties of such classes or series.

 Basic
and Diluted Loss Per Class A Unit

 For
the years ended December 31, 2024, and 2023, the basic and diluted weighted-average units outstanding were 3,638,258, and 3,553,319,
respectively. For the years ended December 31, 2024, and 2023, net loss attributable to our Class A units was $ 23.9 million, and $ 14.4
million, respectively, and the loss per basic and diluted unit was $ 6.56, and $ 4.04, respectively.

 Note
11 – Commitments and Contingencies

 From
time to time the Company may become involved in certain non-material litigation or other claims arising in the ordinary course of business.
See Note — 13 Subsequent Events.

 As
of December 31, 2024, the Company is not subject to any material litigation nor is the Company aware of any material litigation threatened
against it.

 In
connection with the development of our commercial real estate assets, we have entered into separate construction management agreements
for each asset which contain terms and conditions that are customary for the related scope of work. As of December 31, 2024, we have
two development projects with an aggregate unfunded commitment of $ 59.9 million. As of December 31, 2024, $ 19.6 million, inclusive
of retainage of $ 13.0 million, is outstanding and payable in connection with these developments.

 Note
12 – Segment Reporting

 We
identify our operating segments based on the way we organize and evaluate our business. As a result of the placement of Aster &
Links in service and the commencement of operations during the year ended December 31, 2024, we have revised our reportable segments
to include two
distinct segments as follows:

 Commercial
 Segment — which includes properties such as office, retail centers, and warehouses
 (the "Commercial Segment"). For reporting purposes, we aggregate these asset
 types into the Commercial Segment given their similar characteristics in property management
 and leasing.

 Mixed-use
 Segment — which includes properties that blend both residential and retail components
 within a single real estate asset (the "Mixed-use Segment"). For reporting purposes,
 we aggregate these business components into the Mixed-use Segment due to their functional
 integration and the fact that they are evaluated as a unified asset.

 Our
Chief Executive Officer is our Chief Operating Decision Maker ("CODM"). Our CODM reviews financial information presented on an
operating segment basis for purposes of allocating resources, making decisions and assessing financial performance.

 We
believe segment net operating income (loss) ("Segment NOI") provides a useful measure of our performance of our business,
as it reflects the core rental operations of our operating real estate. Segment NOI is calculated as total revenues, less property expenses,
excluding corporate level items, such as management fees incurred to our Manager ( Note 4 – Related Party Arrangements), depreciation
and amortization, general and administrative expenses, interest expense, and other non-operating items.

 The
following table details the results of Segment NOI, reconciled to our consolidated statement of operations for the years ended December 31,
2024, and 2023 (amounts in thousands):

 Schedule of Segment NOI Reconciled to
Consolidated Statement of Operations

 Total

 Total

 Year Ended December 31, 2024

 Year Ended December 31, 2023

 Total

 Total

 Segment NOI:

 Rental revenue

 $
 1,099

 $
 1,576

 $
 2,675

 $
 1,769

 $

 $
 2,254

 Property expenses

 ( 1,145
)

 ( 2,989
)

 ( 4,134
)

 ( 730
)

 ( 756
)

 ( 1,486
)

 Total Segment NOI

 $
 ( 46
)

 $
 ( 1,413
)

 $
 ( 1,459
)

 $
 1,039

 $
 ( 271
)

 $

 Non-segment items:

 Management fees, included in Property expenses

 ( 2,705
)

 ( 2,693
)

 General and administrative

 ( 5,111
)

 ( 6,335
)

 Interest expense

 ( 10,006
)

 —

 Depreciation and amortization

 ( 4,215
)

 ( 2,067
)

 Impairment of real estate

 ( 777
)

 ( 4,060
)

 Interest income

 Other expense

 ( 228
)

 ( 87
)

 Loss before income taxes

 ( 23,855
)

 ( 14,361
)

 Provision for income taxes

 ( 1
)

 ( 1
)

)

 ( 14,362
)

 Net loss attributable to noncontrolling interests

 —

 Net loss attributable to Belpointe PREP, LLC

 $
)

 $
 ( 14,351
)

 The
following table details the significant expense categories by segment for the years ended December 31, 2024, and 2023 (amounts in thousands):

 Schedule of Significant Expense
Categories by Segment

 Total

 Total

 2024

 2023

 Total

 Total

 Property expenses:

 Real estate taxes

 $

 $

 $
 1,051

 $

 $

 $

 Management fees

 Repairs & maintenance

 Insurance

 Utilities

 Other property expenses

 —

 Total property expenses

 $
 1,145

 $
 2,989

 $
 4,134

 $

 $

 $
 1,486

 The following table details our total assets
by segment as of December 31, 2024, and 2023 (amounts in thousands):

 Schedule of Total Assets By Segment

 2024

 2023

 $
 97,358

 $
 98,711

 395,642

 265,301

 Other non-segment assets (1)

 24,591

 18,105

 Total assets

 $
 517,591

 $
 382,117

 (1)
 Other non-segment assets primarily consist of cash and cash equivalents not attributable to specific reportable segments.

 Note
13 – Subsequent Events

 Management's Evaluation

 Management
has evaluated subsequent events to determine if events or transactions occurring after the balance sheet date through the date the audited
consolidated financial statements were issued require potential adjustment to or disclosure in the audited consolidated financial statements
and has concluded that, except as set forth below, all such events or transactions that would require recognition
or disclosure have been recognized or disclosed.

 The Galinn Fund LLC

 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 "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 are vigorously defending the matter.

 Item
9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures.

 None.

 Item
9A. Controls and Procedures.

 Evaluation
of Disclosure Controls and Procedures

 We
maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic and
current reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC's
rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer
and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating
our disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated,
can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of
assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls
and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood
of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future
conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or
procedures may deteriorate. Because of the inherent limitations in a cost-effective controls system, misstatements due to error or fraud
may occur and not be detected.

 Our
management, with the participation of our principal executive officer and principal financial officer, has evaluated, as of the end of
the period covered by this Form 10-K, the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on such evaluation, our principal executive
officer and principal financial officer have concluded that as of December 31, 2024, our disclosure controls and procedures were
effective at the reasonable assurance level.

 Managements
Report on Internal Control Over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over
financial reporting is a process designed under the supervision of management, including our Chief Executive Officer and principal financial
officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial
statements for external reporting purposes in accordance with U.S. GAAP.

 Our
internal control over financial reporting includes those policies and procedures that pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect transactions and dispositions of our assets; provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures
are being made only in accordance with authorizations of management and our Board; and provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial
transactions.

 Our
management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024
based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission. Based on its assessment, management has determined that our internal control over financial reporting as
of December 31, 2024 was effective.

 Changes
in Internal Control Over Financial Reporting

 There
have been no changes in our internal control over financial reporting during the year ended December 31, 2024 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 Item
9B. Other Information.

 None.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Not
applicable.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance.

 Board
of Directors

 We
operate under the direction of our Board, the members of which are accountable to the Company and our Members as fiduciaries. Our current
Board members are Brandon Lacoff, Martin Lacoff, Dean Drulias, Timothy Oberweger, Shawn Orser and Ronald Young, Jr. Our Chief Executive
Officer is Brandon Lacoff and our Chief Strategic Officer and Principal Financial Officer is Martin Lacoff.

 Our
Operating Agreement divides our Board into three classes, designated Class I, Class II and Class III. Shawn Orser and Timothy Oberweger
are Class I directors, Martin Lacoff and Ronald Young Jr. are a Class II directors and Brandon Lacoff and Dean Drulias are Class III
directors. The initial term of Class I directors will expire at our first annual meeting of Members, the initial term of Class II directors
will expire at our second annual meeting of Members and the initial term of Class III directors will expire at our third annual meeting
of Members. At each successive annual meeting of Members beginning with the first annual meeting, successors to the class of directors
whose term expires at such annual meeting will be elected. The holder of our Class M unit, voting separately as a class, is entitled
to elect one Class III director (the "Class M Director") all other directors will be elected by the vote of a plurality of
our outstanding Class A units and Class B units, voting together as a single class, to serve for a three-year term and until their successors
are duly elected or appointed and qualified. Brandon Lacoff is the Class M Director.

 Executive
Officers and Directors

 The
following table sets forth information about our executive officers and directors as of the date of this Form 10-K:

 Name

 Age

 Position

 Brandon
 E. Lacoff

 Chairman
 of the Board and Chief Executive Officer

 Martin
 Lacoff

 Director,
 Chief Strategic Officer and Principal Financial Officer

 Dean
 Drulias

 Independent

 Timothy
 Oberweger

 Independent

 Shawn
 Orser

 Independent

 Ronald
 Young Jr.

 Independent

 Brandon
Lacoff, Esq. has been our Chief Executive Officer since our founding in January 2020 and Chairman of our Board since September
2021. He was also the founder of Belpointe REIT, Inc., a qualified opportunity fund and affiliate of our Manager and Sponsor, and was
the Chairman of the Board of Directors, Chief Executive Officer and President from its founding in June 2018 through our acquisition
of Belpointe REIT, Inc, in October 2021. Mr. Lacoff is the founder of Belpointe, LLC, a private equity investment firm, and has been
Belpointe's Chief Executive Officer since its founding in 2011. From 2001 to 2011, Mr. Lacoff was a Managing Director and the co-founder
of Belray Capital, a Greenwich, Connecticut based real estate and investment firm, which was acquired by Belpointe in 2011. Belpointe
is known for such developments as its luxury residential developments in Greenwich (Beacon Hill of Greenwich) to its Class A apartments
in Norwalk, Connecticut (The Waypointe District) and Stamford, Connecticut (Baypointe). Belpointe owns several operating businesses throughout
the region, including Belpointe Asset Management LLC, a financial asset management firm that manages over $3 billion in tradable securities.
Mr. Lacoff and his executive team bring financial strength, operational expertise and investing discipline to its portfolio of investments.
Mr. Lacoff currently serves as the Chairman of the Board of Directors for Belpointe Multifamily Development Fund I, LP, a real estate
private equity fund. Prior to Belpointe, Mr. Lacoff began his finance/accounting/tax career at Arthur Andersen, LLP then with Ernst &
Young, LLP, in their Mergers and Acquisitions departments. In 2001, he co-founded Belray Capital, and in 2004 left Ernst & Young
to focus full-time on Belray Capital. Mr. Lacoff holds a Juris Doctor degree and a Master of Business Administration from Hofstra University
and a bachelor's degree in Finance from Syracuse University. Mr. Lacoff has served on the board of multiple non-profit organizations,
including Greenwich Wiffle for the Greenwich Police Silver Shield Association, Youth Services for the Town of Greenwich (a joint venture
between the Town of Greenwich and United Way of Greenwich), and the Eagle Hill School Alumni Board. Mr. Lacoff currently serves on the
board of two non-profit organizations, The Belpointe Foundation and the Eagle Hill School Board of Trustees. Mr. Lacoff is licensed to
practice law as an attorney in the State of Connecticut and State of New York. Mr. Lacoff was selected as a director because of his ability
to lead our company and his detailed knowledge of our strategic opportunities, challenges, competition, financial position and business.

 Martin
Lacoff has been our Chief Strategic Officer and Principal Financial Officer since our founding in January 2020 and a member of
our Board since September 2021. Mr. Lacoff is an entrepreneur with over 45 years' experience in successfully starting, developing
and operating businesses within the securities, real estate, and natural resources industries. He was also Vice Chairman of the Board
of Directors and Chief Strategic Officer of Belpointe REIT, Inc., a qualified opportunity fund and affiliate of our Manager and Sponsor,
since its founding in June 2018 through our acquisition of Belpointe REIT, Inc, in October 2021. His considerable professional experience
includes former Vice-Chairman and Co-Founder of Walker Energy Partners, one of first publicly traded Master Limited Partnership (MLP)
that he brought public; and former Chairman, Founder and General Securities Principal of LaClare Securities, Inc., a NASD broker dealer.
Mr. Lacoff was also formerly Vice President of institutional equities at Mitchell Hutchins and later Paine Webber. Mr. Lacoff previously
served as a Director of Fortune Natural Resources Corporation, a public company that was listed on the American Stock Exchange and is
currently on the Board of Directors of the Lion's Foundation of Greenwich, a charitable organization dedicated to helping the blind
and visually impaired. Since 2012, Mr. Lacoff has served as a Board of Director for Belpointe Multifamily Development Fund I, LP, where
he helps in real estate investment decisions. Mr. Lacoff is an engineer by training, having graduated from Rensselaer Polytechnic Institute
and has a Master of Business Administration in Finance from the Simon Business School at University of Rochester. Mr. Lacoff was selected
to serve as a director because of his extensive investment and financial experience and detailed knowledge of our acquisition and operational
opportunities and challenges.

 Dean
Drulias, Esq. has been practicing private law in Westlake Village, California, since 2002. He was also a member of the Board
of Directors of Belpointe REIT, Inc., a qualified opportunity fund, and affiliate of our Manager and Sponsor. Mr. Drulias formerly served
as Director, Corporate Secretary and General Counsel of Fortune Natural Resources Corporation, a public oil and gas exploration and production
services company that was listed on the American Stock Exchange. Mr. Drulias was also a stockholder and a practicing attorney at the
law firm of Burris, Drulias & Gartenberg, where he specialized in the areas of energy, environmental and real property law. Mr. Drulias
received his undergraduate degree from the University of California Berkley and has a Juris Doctor degree from Loyola Law School. Mr.
Drulias is a member of the California and Texas State Bars. Mr. Drulias was selected as a director because of his senior executive officer
and board service experience.

 Timothy
Oberweger has been a Senior Vice President at Commonwealth Land Title Insurance Company, a subsidiary of Fidelity National Financial,
Inc. (NYSE: FNF), which provides real estate title insurance, escrow and closing services, and title-related services and specialty finance
solutions, since June 2022. He has over 15 years of experience in the title insurance industry. Previously, from October 2017 to June
2022, Mr. Oberweger served as Vice President and Senior Business Development Officer at Stewart Title Commercial Services, a title insurance
and settlement company providing services to the real estate and mortgage industries since October 2017. From November 2015 to September
2017, Mr. Oberweger served as Managing Director & Counsel of First American Title Insurance Company. From September 2009 to November
2015, Mr. Oberweger served as Vice President & Counsel of Fidelity National Title Insurance Company and, from September 2005 to August
2009, as Counsel of First American Title Insurance Company. Mr. Oberweger served as chair of the Young Mortgage Bankers Association from
August 2015 to December 2017, and since May 2010 has served on the Executive Board of Brooklyn Law School's Alumni Association.
From May 1995 to May 1996, he served on the Alumni Board of Macalester College. Mr. Oberweger is currently and has been since March 2018
a member of National Multifamily Housing Council and, since January 2020, a member of Urban Land Institute, ULI and National Association
for Industrial and Office Parks. Mr. Oberweger has also previously been a member of the Mortgage Bankers Association, MBA of New York,
The International Council of Shopping Centers and served as an elected member of the Representative Town Meeting in Greenwich, Connecticut
from September 2011 to December 2017. Mr. Oberweger holds a Juris Doctor from Brooklyn Law School and a Bachelor of Arts from Macalester
College.

 Shawn
Orser has been the President of Seaside Financial & Insurance Services, a San Diego, California based investment advisory
firm since 2009. He is also a member of the Board of Directors of Belpointe REIT, Inc., a qualified opportunity fund, an affiliate of
our Manager and Sponsor. Mr. Orser began his career in finance supporting an Index Arbitrage desk at RBC Dominion Securities, then moved
to Merrill Lynch where he worked on the trading desk for the Equity Linked Products Group. Thereafter, he then joined Titan Capital,
a New York City based hedge fund where he traded equity derivatives, then worked as a proprietary trader for Remsemberg Capital trading
equity and option strategies. Afterwards, he moved to the retail side of the investment management business with Northwestern Mutual,
then later joined Seaside Financial & Insurance Services. Mr. Orser earned his bachelor's degree in Finance from Syracuse University.
Mr. Orser was selected as a director because of his extensive investment and finance experience.

 Ronald
Young, Jr. has been the President and Co-founder of Tri-State LED, a subsidiary of Revolution Lighting Technologies (NASDAQ:
RVLT), which provides LED solutions to commercial, industrial and municipal organizations since 2010. He is also a member of the Board
of Directors of Belpointe REIT, Inc., a qualified opportunity fund, an affiliate of our Manager and Sponsor. Prior to 2010, Mr. Young
was a managing director and co-founder of Belray Capital, a Greenwich, Connecticut based real estate and investment firm, which was later
acquired by Belpointe. Mr. Young has also held several positions in the investment and financial industry with MAC Pension Inc., Strategies
for Wealth Strategies (an agency of The Guardian Life Insurance Company of America), and AG Edwards & Sons Inc. (now Wells Fargo
Advisors). Ron earned his undergraduate degree from the University of Connecticut. Mr. Young was selected as a director because of his
extensive investment and real estate development experience.

 Family
Relationships

 Brandon
Lacoff, Chairman of the Board and our Chief Executive Officer, is the son of Martin Lacoff, a member of the Board and our Chief Strategic
Officer and Principal Financial Officer. There are no other family relationships among our executive officers or directors.

 Executive
Advisory Board

 Our
Board has established an Executive Advisory Board to provide both it and our Manager with advice regarding, among other things, potential
investment opportunities, general market conditions and debt and equity financing opportunities. The Executive Advisory Board consists
of Sarah Broderick, Patrick Brogan, Donald Cogsville, Daniel Kowalski, and Stephen Soler. The members of the Executive Advisory Board
will not participate in meetings of our Board unless specifically invited to attend. The Executive Advisory Board will meet at such times
as requested by our Board or our Manager. The members of the Executive Advisory Board can be appointed and removed and the number of
members of the Executive Advisory Board may be increased or decreased by our Manager from time to time for any reason. The appointment
and removal of members of the Executive Advisory Board do not require approval of our Members. The members of our Executive Advisory
Board are set forth below.

 Sarah
Broderick is the Founder of The FEAT, formed in November 2018, which delivers products and services aimed at bringing professionals
that have left traditional roles in corporate America back into the economy. Ms. Broderick is also currently and has been since November
2020, the executive-in-residence at the UConn Werth Institute for Entrepreneurship and Innovation and also has served on the Werth Institute's
Advisory Board since January 2021. Prior to founding The FEAT, Ms. Broderick served as the COO/CFO and member of the Board of Directors
of VICE Media from March 2016 to November 2018. Earlier in her career, Ms. Broderick held senior roles across a range of organizations,
including oversight of the SEC reporting and the global accounting operations for General Electric from June 2012 to September 2014,
and leadership positions at Endeavor from September 2014 to March 2016, NBC Universal from July 2009 to June 2012 and Deloitte from July
2000 to July 2009. Ms. Broderick serves on the Board of Directors of the Girl Scouts of Connecticut, a position which she has held since
May2008 and has been involved in fundraising for the UConn Foundation since November 2019. Ms. Broderick holds a Master of Science in
Accounting and a Bachelor of Science in Accounting from the University of Connecticut, where she was also a four-year member and captain
of the UConn softball team.

 Donald
P. Cogsville is the Chief Executive Officer of The Cogsville Group, a New York-based private equity real estate investment firm
founded in 2007. Since its inception, the firm has invested in $3 billion of commercial and residential real estate, representing over
4,000 assets in 49 states. Mr. Cogsville began his career as an attorney in the Structured Finance Group at Skadden, Arps, Slate, Meagher
& Flom LLP. He then joined the Leveraged Finance Group at Merrill Lynch as an investment banker, and left Merrill Lynch to found
RCM Saratoga Capital LLC, a boutique investment banking firm focused on generating value in the urban marketplace. Mr. Cogsville is Of
Counsel with Akerman LLP, where his practice focuses on real estate development (specifically urban redevelopments, including opportunity
zone projects), real estate financing, and real estate asset management. Additionally, Mr. Cogsville serves or has served on the Board
of Marchex, Inc., the Board of Visitors of the University of North Carolina, The New York Urban League, Jazz at Lincoln Center, The Amsterdam
News Editorial Board and founded the non-partisan voter registration initiative, Citizen Change. Mr. Cogsville holds a B.A. from the
University of North Carolina at Chapel Hill and a J.D. from Rutgers University.

 Daniel
Kowalski is the owner of Wizard of OZ, a bespoke consultancy focused on helping companies utilize Opportunity Zones to grow their
businesses while helping the surrounding community to grow and thrive. Previously, from 2017 until January 2021, Mr. Kowalski was Counselor
to the Secretary at the U.S. Treasury Department. Mr. Kowalski was the Treasury official responsible for policy development of the regulations,
forms and instructions required to implement Opportunity Zones. He worked with Treasury and IRS staff as well as public- and private-sector
stakeholders to provide as much flexibility for the use of the Opportunity Zone incentive consistent with the four corners of the statute.
Mr. Kowalski has been a featured speaker at over 70 Opportunity Zone events in 30 cities in 20 states and Puerto Rico. He was named a
"Top 25 OZ Influencer" in both 2019 and 2020 by Opportunity Zone Magazine. Mr. Kowalski is also a recipient of the Alexander
Hamilton Award, the highest Treasury honor for employees whose performance and leadership demonstrate the highest standards of dedication
to public service and the Treasury Department. Prior to Treasury, Mr. Kowalski was Deputy Staff Director of the Senate Budget Committee.
He also served as the Director of Budget Review for the House Budget Committee. Mr. Kowalski started in Washington with the Congressional
Budget Office (CBO) as a Principal Analyst in the unit responsible for preparing CBO's baseline budget projections. In state government,
Mr. Kowalski worked as Director of the Legislative Budget Office for the Missouri General Assembly, and as the senior individual income
tax analyst with the Finance Committee for the New York State Senate. Mr. Kowalski started his career as a management analyst for the
Deputy Commissioner for Audit in the New York City Department of Finance. Mr. Kowalski holds a Master of Public Policy degree from Harvard's
Kennedy School and a Bachelor of Arts from St. John's College in Annapolis, Maryland.

 Stephen
Soler is the Managing Director of Stockbridge Realty Advisors, LLC, where he oversees underwriting, financing, and project management
for real estate investments, including assisting Societe Generale with various real estate related matters including developing risk
management protocols. Over the past 30 years, Mr. Soler has held senior positions at both real estate investment companies as well as
commercial banks focused on commercial real estate financing, where he has overseen more than $15 Billion of commercial real estate transactions
covering all asset classes and real estate sectors. Prior to Stockbridge Realty Advisors, LLC, Mr. Soler held the position of Managing
Director at Societe Generale and was part of the credit assessment team focused on risk management. Mr. Soler is an Adjunct Professor
at the NYU Schack Institute of Real Estate where he has taught for more than fifteen years in the Master of Real Estate Program with
a focus on Entrepreneurship and Sustainable Development. Mr. Soler graduated from the University of Massachusetts at Amherst with a degree
in economics, and he attended the Harvard Graduate School of Design. He has served as a member of the Economics Department Advisory Board
at the University of Massachusetts, the Board of the YMCA of Greenwich, and on several Town of Greenwich Boards and Advisory Committees.

 Audit
Committee

 The
purpose of the audit committee is to assist our Board in overseeing and monitoring the quality and integrity of our financial statements,
our compliance with legal and regulatory requirements, the performance of our internal audit function and our independent registered
public accounting firm's qualifications, independence and performance.

 Our
audit committee is comprised of Timothy Oberweger, Shawn Orser and Ronald Young Jr. The chair of our audit committee is Shawn Orser.
Our Board has determined that each member of our audit committee satisfies the independence standards under Rule 10A-3 promulgated under
the Exchange Act and the NYSE American listing standards. The audit committee has a charter that is available on our website, www.belpointeoz.com,
under the "Investors" section.

 Code
of Ethics

 We
have a Code of Business Conduct and Ethics, which applies to our employees, if any, officers and directors and is available on our website,
 www.belpointeoz.com, under the "Investors" section. We intend to disclose any amendments to or waivers of our
Code of Business Conduct and Ethics on behalf of our principal executive officer, principal financial officer or principal accounting
officer, either on our website or in a Current Report on Form 8-K filing.

 Section
16(a) Beneficial Ownership Reporting Compliance

 Section
16(a) of the Exchange Act requires our executive officers and directors and persons who beneficially own more than ten percent of our
Class A units to file initial reports of ownership and reports of changes in ownership with the SEC and furnish us with copies of all
Section 16(a) forms they file. To our knowledge, based solely on our review of the copies of such reports furnished to us or written
representations from such persons that they were not required to file a Form 5 to report previously unreported ownership or changes in
ownership, we believe that, with respect to the year ended December 31, 2024, such persons complied with all such filing requirements.

 Member
Recommendations for Nominations to the Board of Directors

 Our
nominating and corporate governance committee will consider recommendations of candidates for election as directors that are submitted
by any member holding a sufficient number of voting units both on the date of the submission and the date of the annual meeting such
that the member may elect one or more directors to the Board assuming that such member cast all of the votes it is entitled to cast in
such election in favor of a single candidate and such candidate receives no other votes from any other member, and so long as such recommendations
comply with our Operating Agreement and applicable laws, rules, and regulations, including those promulgated by the SEC and the NYSE
American. Our nominating and corporate governance committee will evaluate such recommendations in accordance with its charter, our Operating
Agreement, and our policies and procedures for director candidates. This process is designed to ensure that our Board includes members
with diverse backgrounds, skills, and experience, including appropriate financial and other expertise relevant to our business. Eligible
members wishing to recommend a candidate for nomination should contact our Manager in writing at Belpointe PREP, LLC, 255 Glenville Road,
Greenwich, Connecticut 06831. Any such recommendations must include the information about the candidate required by our Operating Agreement,
a statement of support by the recommending member, evidence of the recommending member's ownership of our voting units, and a signed
letter from the candidate confirming willingness to serve on our Board. Our nominating and corporate governance committee has discretion
to decide which individuals to recommend for nomination as directors.

 Members
must deliver written notice to our Manager not less than 90 days nor more than 120 days prior to the anniversary of the date of the immediately
preceding annual meeting; provided that where no annual meeting was held in the prior year or the annual meeting is set for a date that
is more than 30 days before or after the anniversary of the prior year's annual meeting, members must deliver such notice not later
than the close of business on the 10th day following the date on which we first publicly disclose the date of the annual meeting.

 Item
11. Executive Compensation.

 We
are externally managed and currently have no employees or intention of having any employees. Our executive officers also serve as officers
of our Manager and our Sponsor or one or more of their affiliates. Our management agreement provides that our Manager will be responsible
for managing our day-to-day operations and investment activities, as such our executive officers do not receive compensation from us
or any of our subsidiaries for serving as our executive officers but, rather, receive compensation from our Manager. We will not reimburse
our Manager for any compensation paid to our executive officers. Our management agreement does not require our executive officers to
dedicate a specific amount of time to the conduct of our business and affairs or prohibit our executive officers from engaging in other
activities or providing services to other persons, including affiliates of our Manager and Sponsor. Accordingly, our Manager has informed
us that it cannot identify the portion of compensation it will award to our executive officers that relates solely to such executives'
services to us, as our Manager does not compensate its employees specifically for such services. Furthermore, we do not have employment
agreements with our executive officers, we do not provide pension or retirement benefits, perquisites or other personal benefits to our
executive officers, our executive officers have not received any nonqualified deferred compensation and we do not have arrangements to
make payments to our executive officers upon their termination or in the event of a change in control of us.

 Non-Employee
Director Compensation

 We
commenced principal operations on October 28, 2020. For the year ended December 31, 2024, each of our non-employee directors received
$20,000 in cash compensation for their service as directors. Going forward, we intend to establish a policy to compensate each of our
non-employee directors on an annual basis paid in quarterly installments in arrears, which compensation may, in the sole discretion of
our Board, be paid to members in the form of cash or equity, or a combination of both cash and equity. We also intend to adopt a unit
ownership policy for our non-employee directors in order to better align our non-employee directors' financial interests with those
of our unitholders by requiring non-employee directors to own a minimum level of our Class A units.

 We
do not pay our directors additional fees for attending board meetings, but we reimburse each of our directors for reasonable out-of-pocket
expenses incurred in connection with attending board and committee meetings (including, but not limited to, airfare, hotel and food).
For the year ended December 31, 2024, all of our Board and committee meetings have been held virtually and our directors did not
incur any expenses in connection with attending board or committee meetings.

 Item
12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters.

 The
following table sets forth information regarding the number and percentage of Class A units, Class B units and the Class M unit owned
by

 each
 of our directors;

 each
 of our named executive officers

 all
 of our directors and executive officers as a group;

 and
 any person known to us to be the beneficial owner of more than 5% of our outstanding units.

 As
of March 28, 2025, there were 3,668,388 Class A units issued and outstanding, 100,000 Class B units issued and outstanding and
one Class M unit issued and outstanding.

 Beneficial
ownership is determined in accordance with the rules of the SEC. Under these rules, more than one person may be deemed a beneficial owner
of the same securities, and a person may be deemed a beneficial owner of securities as to which he has no economic interest. To our knowledge,
except as otherwise set forth in the notes to the following table, each person named in the table has sole voting and investment power
with respect to all of the interests shown as beneficially owned by such person. Unless otherwise specified, the address for each of
the persons named below is c/o Belpointe PREP, LLC, 255 Glenville Road, Greenwich, Connecticut 06831.

 Class A units Beneficially Owned

 Class B units Beneficially Owned

 Class M units Beneficially Owned

 Name of Beneficial Owner

 Percent

 Percent

 Percent

 Directors and Officers

 Brandon E. Lacoff (1)(2)

 *

 %

 %

 Martin Lacoff (3)

 *

 —

 —
 %

 —

 —
 %

 All directors and officers as a group

 *

 %

 %

 5% Unitholders

 Empirical Financial Services, LLC d.b.a. Empirical Wealth Management (4)

 256,339

 %

 —

 —
 %

 —

 —
 %

 Precision Wealth Strategies,
 LLC (5)

 235,796

 %

 —

 —
 %

 —

 —
 %

 Belpointe PREP Manager, LLC (2)

 —

 —
 %

 %

 —

 %

 *
 Represents
 less than 1%

 (1)
 Belpointe,
 LLC, our Sponsor, owns 206 Class A units and Belpointe Capital Management, LLC ("BCM"),
 an affiliate of our Sponsor, owns one Class A unit. Brandon E. Lacoff, the manager of our
 Sponsor and BCM, may be deemed to share voting and dispositive power with respect to the
 Class A units held by our Sponsor and BCM.

 (2)
 PREP Manager, LLC, our Manager, owns 100,000 Class B units and one Class M unit, and Brandon
 E. Lacoff, the manager of our Manager, may be deemed to share voting and dispositive power
 with respect to the Class B units and Class M unit held by our Manager.

 (3)
 M&C
 Partners III, owns 12 Class A units and Martin Lacoff and his spouse share voting and dispositive
 power with respect to the Class A Units.

 (4)
 Based
 on information contained in a Schedule 13G/A filed with the SEC by Empirical Financial Services,
 LLC. d.b.a. Empirical Wealth Management ("Empirical") on January 28, 2025. According
 to the Schedule 13G/A, as of December 31, 2024, Empirical had sole power to vote or direct
 the vote of 252,876 of our Class A units beneficially owned and sole power to dispose of
 or direct the disposition of 256,339 of our Class A units beneficially owned. The address
 of Empirical's principal business office is 1420 5th Avenue, Suite 3150, Seattle, Washington
 98101. The Schedule 13G/A provides information only as of December 31, 2024 and, consequently,
 the beneficial ownership of Empirical may have changed between December 31, 2024 and the
 filing date of this Form 10-K.

 (5)
 Based on information contained in a Schedule 13G filed with the SEC by Precision Wealth Strategies, LLC on January
23, 2025. According to the Schedule 13G, as of December 31, 2024, Precision Wealth Strategies, LLC had sole power to vote or direct
the vote of 235,796 of our Class A units beneficially owned and sole power to dispose of or direct the disposition of 235,796 of our Class
A units beneficially owned. The address of Precision Wealth Strategies, LLC principal business office is 4622 Macklind Avenue St. Louis
MO 63109. The Schedule 13G provides information only as of December 31, 2024 and,
consequently, the beneficial ownership of Empirical may have changed between December 31, 2024 and the filing date of this Form 10-K.

 Item
13. Certain Relationships and Related Transactions, and Director Independence.

 The
following describes all transactions during the year ended December 31, 2024 and all currently proposed transactions involving us,
our executive officers, directors, Manager, Sponsor and any of their respective affiliates.

 Our
Transactions with Belpointe REIT

the year ended December 31, 2021 we entered into a series of transaction with Belpointe REIT, Inc. Belpointe REIT was an affiliate of
our Sponsor, and our Sponsor is indirectly owned by our Chief Executive Officer and beneficially owned by certain immediate family members
of our Chief Executive Officer.

to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), we conducted an offer to exchange (the "Offer")
each outstanding share of common stock (the "Common Stock"), of Belpointe REIT, Inc. ("Belpointe REIT") validly
tendered in the Offer for 1.05 of our Class A units, with any fractional Class A units rounded up to the nearest whole unit (the "Transaction
Consideration"). The Offer was completed on September 14, 2021.

 Following
the Offer, and in accordance with the terms of the Merger Agreement, Belpointe REIT converted from a corporation into a limited liability
company (the "Conversion") named BREIT, LLC ("BREIT"). In the Conversion each outstanding share of Common Stock
was converted into a limited liability company interest (an "Interest") in BREIT. The Conversion was completed on October
1, 2021.

 Following
the Conversion, and in accordance with the terms of the Merger Agreement, BREIT merged with and into BREIT Merger, LLC ("BREIT
Merger"), our wholly-owned subsidiary (the "Merger"). In the Merger, each outstanding Interest was converted into the
right to receive the Transaction Consideration. The Merger was completed on October 12, 2021.

 Prior
to and in connection with the Offer and Merger, we entered into a series of loan transactions with Belpointe REIT, whereby Belpointe
REIT advanced us an aggregate of $74.0 million evidenced by a series of secured promissory notes (the "Secured Notes") bearing
interest at an annual rate of 0.14%, due and payable on December 31, 2021, and secured by all of our assets. Upon consummation of the
Merger, BREIT Merger acquired the Secured Notes as successor in interest to Belpointe REIT and, effective October 12, 2021, we entered
into a Release and Cancellation of Indebtedness agreement with BREIT Merger pursuant to the terms of which BREIT Merger cancelled the
Secured Notes and discharged us from all obligations to repay the principal and any accrued interest on the Secured Notes.

 Our
Affiliate Transactions

 Our
Transaction with Belpointe Development Holding, LLC

 On
May 16, 2024, we entered into an agreement, which has since been amended, to borrow up to $3.0 million in principal amount from Belpointe
Development Holding, LLC, an affiliate of our Chief Executive Officer, pursuant to the terms of a revolving credit facility agreement
(the "BDH Facility"). Interest accrues on the BDH Facility at an annual rate of 5.0%, due and payable at maturity. The BDH
Facility is due to mature on August 31, 2026. Proceeds under the BDH Facility are to be used for general corporate purposes. As of December 31,
2024, the BDH Facility had an outstanding principal balance of $2.6 million and accrued interest of less than $0.1 million.

 On
October 30, 2023, we borrowed $1.5 million from Belpointe Development Holding, LLC, an entity in which certain immediate family members
of our Chief Executive Officer have a passive indirect minority beneficial ownership interest, pursuant to the terms of an unsecured
promissory note (the "BDH Note"). The BDH Note was due and payable on March 31, 2024 and interest accrued on the BDH Note
at an annual rate of 4.5%. The proceeds of the loan were used for general corporate purposes. On December 29, 2023, the BDH Note, including
accrued interest of less than $0.1 million, was repaid in full.

 Our
Transaction with Lacoff Holding II, LLC

 On
December 29, 2023, we borrowed $4.0 million from Lacoff Holding II LLC, an affiliate of our Chief Executive Officer, pursuant to the
terms of a promissory note secured by a first mortgage lien on certain property owned by subsidiaries of the Company (the "LH II
Loan"). The LH II Loan was due and payable on April 1, 2024 and interest accrued on the LH II Note at an annual rate of 5.26%.
The proceeds of the loan were used for general corporate purposes. On February 8, 2024, the LH II Loan, including accrued interest of
less than $0.1 million, was repaid in full.

 The
opportunity zone regulations allow us to apply the 90% Asset Test without taking into account any proceeds from our Public Offerings
that we receive in the 6-month period preceding the Test Date, provided those proceeds are held in cash, cash equivalents, or a debt
instrument with a term of 18-months or less. Accordingly, given our excess cash on hand as of the year ended December 31, 2021, management
viewed the Norpointe transaction as an opportunity to earn a strong rate of return on that cash by making a low risk—due to the
low loan-to-value ratio and first priority mortgage interest—short-term loan rather than depositing the funds in a lower yielding
account pending investment in future developments. For additional details regarding the 90% Asset Test see, Item 1. "Business—Qualified Opportunity Zone Program."

 Our
Relationship with our Manager and Sponsor

 We
are externally managed by our Manager, which is responsible for managing our day-to-day operations, implementing our investment objectives
and strategy and performing certain services for us, subject to oversight by our Board and the limitations set forth in our Operating
Agreement. Our Manager is an affiliate of our Sponsor and is indirectly owned by our Chief Executive Officer and beneficially owned by
certain immediate family members of our Chief Executive Officer.

 Our
Management Agreement

to the terms of the Management Agreement, a team of investment and asset management 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.

to the terms of the Management Agreement, our Manager is responsible for, among other things:

 serving
 as our investment and financial manager with respect to originating, underwriting, acquiring,
 and managing our investment portfolio;

 structuring
 the terms and conditions of our acquisitions, sales and joint ventures; and

 retaining,
 for and on our behalf, services related to, among other things, our Public Offerings, and
 any other offerings that we may conduct, the development, operation and management of our
 investments, calculation of our NAV, administrative, accounting, tax, legal and investor
 relations services, financing services, and services related to property management, leasing,
 development and construction.

 The
initial term of the Management Agreement continues through December 31, 2025, and may only be terminated (i) for "cause,"
(ii) upon the bankruptcy of our Manager, or (iii) upon a material breach of the Management Agreement by our Manager. "Cause"
is defined in the Management Agreement to mean fraud or willful malfeasance, gross negligence, the commission of a felony or a material
violation of applicable law, in each case that has or could reasonably be expected to have a material adverse effect on us. Following
the initial term, the Management Agreement will automatically renew for an unlimited number of three-year terms unless we elect not to
renew it by providing our Manager with 180 days' prior notice.

 Upon
any termination or non-renewal of the Management Agreement by us or any termination of the Management Agreement by our Manager for our
breach of the Management Agreement, our Manager will be entitled to receive its prorated management fee through the expiration or termination
date and will be paid a termination fee equal to six times the annual management fee earned by our Manager during the 12-month period
ended as of the last day of the quarter immediately preceding the termination date.

 In
addition, upon any termination or non-renewal of the Management Agreement, our Manager will continue to hold our Class B units. Upon
termination or non-renewal of the Management Agreement, our Manager will cooperate with us and take all reasonable steps requested by
us to assist our Board in making an orderly transition of the management function.

 Management
Fee, Class B Units and Expense Reimbursement

 As
compensation for its services under the Management Agreement, we pay our Manager a quarterly management fee at an annualized rate of
0.75%. The management fee is based on our NAV at the end of each fiscal quarter. During the years ended December 31, 2024, and 2023,
we incurred management fees due to our Manager of $2.7 million and $2.7 million, respectively.

 As
additional compensation for its services under the Management Agreement, we issued our Manager 100,000 Class B units, representing all
of our issued and outstanding Class B units. The Class B units entitle our Manager to 5% of any gain recognized by or distributed to
us or recognized by or distributed from our Operating Companies or any subsidiary. As a result, any time we recognize an operating gain
(excluding depreciation) or receive a distribution, whether from continuing operations, net sale proceeds, refinancing transactions or
otherwise, our Manager is entitled to receive 5% of the aggregate amount of such gain or distribution, regardless of whether the holders
of our Class A units have received a return of their capital. The allocation and distribution rights that our Manager is entitled to
with respect to its Class B units may not be amended, altered or repealed, and the number of authorized Class B Units may not be increased
or decreased, without the consent of our Manager. During the years ended December 31, 2024 and 2023, we did not make any Class B
unit allocations or distributions to our Manager.

to the Management Agreement, we reimburse our Manager and its affiliates, including our Sponsor, for actual fees and expenses incurred
in connection with our Public Offerings, the Offer and Merger, the selection, origination, acquisition and management of our investments,
and for out-of-pocket expenses paid to third parties in connection with providing services to us. Expenses reimbursable are payable at
the election of the recipient in cash, by issuance of our Class A units at the then-current NAV, or through some combination of the foregoing.
For additional details regarding the Offer and the Merger see, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations—Our Transactions with Belpointe REIT, Inc."

the years ended December 31, 2024, and 2023, our Manager and its affiliates, including our Sponsor, incurred $2.6 million, and $2.9
million, respectively, for fees and expenses on our behalf.

 Our
Employee and Cost Sharing Agreement

to the Employee and Cost Sharing Agreement, our Sponsor provides our Manager with access to portfolio management, asset valuation, risk
management and asset management services, as well as administration services addressing legal, compliance, investor relations and information
technologies necessary for the performance by our Manager of its duties under the Management Agreement, and our Sponsor or one or more
of its affiliates is entitled to receive expense reimbursements and our Manager's allocable share of employment costs incurred
by the Sponsor. For additional details regarding our Employee and Cost Sharing Agreement, see Item 1. "Business—Human Capital."

the years ended December 31, 2024, and 2023, our Sponsor and its affiliates incurred $2.1 million and $1.8 million, respectively,
for fees, expenses and employment costs on our behalf.

 Development
Fees

to the terms of development agreements that we enter into with affiliates of our Sponsor, such affiliates are entitled to receive (i)
development fees on each project in an amount that is usual and customary for comparable services rendered to similar projects in the
geographic market of the project, and (ii) reimbursements for their expenses, such as employee compensation and other overhead expenses
incurred in connection with the project.

 In
connection with our acquisitions of 902-1020 First and 900 8th Avenue South, a development fee of 4.5% of total project costs will be
charged throughout the course of each project (the "Development Fee"), of which one half was due at the close of each acquisition.
In connection with our acquisition of 1991 Main Street, on March 29, 2022, we commenced construction on one of our properties located
in Sarasota, Florida, and in connection therewith, due to an increase in scope of work, we agreed to increase the development fee payable
to an affiliate of our Sponsor under the terms of our existing development management agreement from 4.0% to 4.25%. In addition, again
due to the increase in scope of work, as well as due to increases in construction costs, we revised our construction budget. As a result
of the increase in development fees and revisions to our construction budget, we incurred an additional upfront development fee of $2.5
million, which is included in Real estate under construction in our consolidated balance sheets. The remaining development fee will be
earned throughout the project in accordance with the terms of the development management agreement.

 The
development company receiving the Development Fee is indirectly owned by our Chief Executive Officer and beneficially owned by certain
immediate family members of our Chief Executive Officer. For additional details regarding our acquisitions of 1991 Main Street, 902-1020
First, and 900 8th Avenue South see, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations—Our Investments—Investments in Multifamily and Mixed-Use Rental Properties."

the year ended December 31, 2024, we incurred $4.2 million for development fees, and we incurred $1.7 million for employee reimbursement
expenditures relating to projects under development. During the year ended December 31, 2023, we incurred $5.9 million for development
fees, and we incurred $1.7 million for employee reimbursement expenditures relating to projects under development.

Independence

 Our
Class A units are listed on the NYSE American under the symbol "OZ." Pursuant to NYSE American's corporate governance
requirements, a majority of a listed company's board of directors must be made up of independent directors. Under the NYSE American
corporate governance requirements, a director is "independent" if the director is not an executive officer or employee of
the company and the company's board of directors affirmatively determines that the director does not have a relationship that would
interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Board has determined that
Dean Drulias, Timothy Oberweger, Shawn Orser and Ronald Young, Jr. are independent directors under the NYSE American corporate governance
requirements.

 Item
14. Principal Accountant Fees and Services

 The
following table sets forth the aggregate fees for professional services provided by our independent registered public accounting firm,
Citrin Cooperman & Company, LLP, for the years ended December 31, 2024 and 2023:

 Year Ended December 31,

 2024

 2023

 Audit fees (1)

 $
 132,000

 $
 138,685

 Tax fees (2)

 —

 —

 Total

 $
 132,000

 $
 138,685

 (1)
 Audit
 fees consist of fees for services related to the annual audit of our fiscal 2024 and 2023
 consolidated financial statements, reviews of our interim unaudited consolidated financial
 statements, and services that are normally provided in connection with statutory and regulatory
 filings and engagements.

 (2)
 Tax
 fees consist of fees for professional services rendered during 2024 for 2023 state and federal
 tax compliance.

 Audit
Committee Pre-Approval Policies and Procedures

 In
accordance with our audit committee charter, our audit committee is required to approve, in advance, all audit and non-audit services
to be provided by our independent registered public accounting firm. All services reported in the table above were approved by our audit
committee. Our audit committee charter is available on our website, www.belpointeoz.com, under the "Investor Relations"
section.

 PART
IV

 Item
15. Exhibits and Financial Statement Schedules.

 (a) The
following documents are filed as part of this Form 10-K:

 (1) Consolidated
financial statements: See Item 8. Financial Statements and Supplementary Data.

 (2) Financial
statement schedules: Schedules for which provision is made in the applicable accounting regulations of the SEC are not required under
the related instructions or are not applicable and therefore have been omitted.

 (3) Exhibits:
The following exhibits are filed with this Form 10-K:

 Exhibit

 Description

 Incorporated
 by Reference

 Form

 File

 Exhibit

 Filing
 Date

 2.1

 Agreement and Plan of Merger, dated as of April 21, 2021, by and among Belpointe PREP, LLC, BREIT Merger, LLC and Belpointe REIT, Inc.

 S-11

 2.1

 3.1

 Certificate of Formation.

 S-11

 3.1

 3.2

 Amended and Restated Limited Liability Company Operating Agreement.

 S-11

 3.2

 4.1

 Subscription Agreement (included in Appendix B).

 S-11

 4.1

 10.1

 Management Agreement, effective as of October 28, 2020, by and among Belpointe PREP, LLC, Belpointe PREP OC, LLC, Belpointe PREP TN OC, LLC, Belpointe PREP Manager, LLC and Belpointe LLC.

 S-11

 10.1

 10.2

 Employee and Cost Sharing Agreement, effective as of October 28, 2020, by and among Belpointe PREP, LLC, Belpointe PREP OC, LLC, Belpointe PREP TN OC, LLC and Belpointe PREP Manager, LLC.

 S-11

 10.2

 10.3

 Promissory Note, dated January 3, 2022.

 001-40911

 10.12

 January
 6, 2022

 10.4

 Mortgage Deed and Security Agreement, dated January 3, 2022.

 001-40911

 10.13

 January
 6, 2022

 21*

 Subsidiaries of Registrant.

 31.1*

 Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2*

 Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1*

 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 32.2*

 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 97.1*

 Belpointe PREP, LLC Clawback Policy.

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *
Filed herewith.

 Item
16. Form 10-K Summary

 None.

 SIGNATURES

to the requirements of Section 13 or 15(d) or the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 Date:
March 31, 2025

 By:

 /s/
 Brandon E. Lacoff

 Brandon
 E. Lacoff

 Chairman
 of the Board and Chief Executive Officer

 By:

 /s/
 Martin Lacoff

 Martin
 Lacoff

 Director,
 Chief Strategic Officer, Principal Financial Officer and Principal Accounting Officer