Belpointe PREP (OZ) 10-Q 10 Aug 22 2022 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2022	Aug. 05, 2022
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2022
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	001-40911
Entity Registrant Name	Belpointe PREP, LLC
Entity Central Index Key	0001807046
Entity Tax Identification Number	84-4412083
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	255 Glenville Road
Entity Address, City or Town	Greenwich
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06831
City Area Code	(203)
Local Phone Number	883-1944
Title of 12(b) Security	Class A units
Trading Symbol	OZ
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Common Class A [Member]
Entity Common Stock, Shares Outstanding		3,413,449
Common Class B [Member]
Entity Common Stock, Shares Outstanding		100,000
Common Class M [Member]
Entity Common Stock, Shares Outstanding		1

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Real estate
Land	$ 23,521	$ 22,116
Building and improvements	16,731	16,256
Intangible assets	9,925	9,672
Real estate under construction	98,712	76,882
Total real estate	148,889	124,926
Accumulated depreciation and amortization	(985)	(629)
Real estate, net	147,904	124,297
Cash and cash equivalents	147,127	192,131
Loan receivable from affiliate	30,000
Loans receivable from third parties	4,950	3,462
Subscriptions receivable		20,295
Other assets	7,262	1,241
Total assets	337,243	341,426
Liabilities
Debt, net		10,790
Due to affiliates	3,246	1,544
Below-market rent liabilities, net	1,886	2,000
Accounts payable	2,466	1,352
Accrued expenses and other liabilities	3,848	1,865
Total liabilities	11,446	17,551
Commitments and contingencies
Members’ Capital
Total members’ capital excluding noncontrolling interests	322,544	323,683
Noncontrolling interests	3,253	192
Total members’ capital	325,797	323,875
Total liabilities and members’ capital	337,243	341,426
Class A Units [Member]
Members’ Capital
Total members’ capital excluding noncontrolling interests	322,544	323,683
Class B Units [Member]
Members’ Capital
Total members’ capital excluding noncontrolling interests
Class M Units [Member]
Members’ Capital
Total members’ capital excluding noncontrolling interests

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - shares	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Common Class A [Member]
Common stock authorized unlimited	Unlimited	Unlimited
Common stock shares, issued	3,413,449	3,382,149
Common stock shares, outstanding	3,413,449	3,382,149
Common Class B [Member]
Common stock shares, issued	100,000	100,000
Common stock shares, outstanding	100,000	100,000
Common stock authorized	100,000	100,000
Class M Units [Member]
Common stock shares, issued	1	1
Common stock shares, outstanding	1	1
Common stock authorized	1	1

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenue
Rental revenue	$ 312	$ 247	$ 641	$ 401
Total revenue	312	247	641	401
Expenses
Property expenses	924	96	1,831	167
General and administrative	1,473	57	3,114	189
Depreciation and amortization expense	266	137	550	207
Total expenses	2,663	290	5,495	563
Other income (loss)
Interest income	549		1,050
Other income (expense)	(19)	(23)	(26)	(39)
Total other income (loss)	530	(23)	1,024	(39)
Loss before income taxes	(1,821)	(66)	(3,830)	(201)
Provision for income taxes	(111)		(111)
Net loss	(1,932)	(66)	(3,941)	(201)
Net loss attributable to noncontrolling interests	46		39	7
Net loss attributable to Belpointe PREP, LLC	$ (1,886)	$ (66)	$ (3,902)	$ (194)
Loss per Class A unit (basic and diluted)
Net loss per unit	$ (0.56)	$ (660)	$ (1.15)	$ (1,940)
Weighted-average units outstanding	3,387,838	100	3,385,009	100

Consolidated Statements of Chan

Consolidated Statements of Changes in Members' Capital (Deficit) (Unaudited) - USD ($) $ in Thousands	Total	Common Stock [Member] Common Class A [Member]	Common Stock [Member] Common Class B [Member]	Common Stock [Member] Common Class M [Member]	Total Members (Deficit) Capital Excluding Noncontrolling Interest [Member]	Noncontrolling Interest [Member]
Balance at Dec. 31, 2020	$ (102)	$ (102)			$ (102)
Balance, shares at Dec. 31, 2020		100
Contribution from noncontrolling interest	200					200
Net loss	(135)	(128)			(128)	(7)
Balance at Mar. 31, 2021	(37)	$ (230)			(230)	193
Balance, shares at Mar. 31, 2021		100
Balance at Dec. 31, 2020	(102)	$ (102)			(102)
Balance, shares at Dec. 31, 2020		100
Net loss	$ (201)
Issuance of units, shares	0
Balance at Jun. 30, 2021	$ (103)	$ (296)			(296)	193
Balance, shares at Jun. 30, 2021		100
Balance at Dec. 31, 2020	(102)	$ (102)			(102)
Balance, shares at Dec. 31, 2020		100
Balance at Dec. 31, 2021	323,875	$ 323,683			323,683	192
Balance, shares at Dec. 31, 2021		3,382,149	100,000	1
Balance at Mar. 31, 2021	(37)	$ (230)			(230)	193
Balance, shares at Mar. 31, 2021		100
Net loss	$ (66)	$ (66)			(66)
Issuance of units, shares	0
Balance at Jun. 30, 2021	$ (103)	$ (296)			(296)	193
Balance, shares at Jun. 30, 2021		100
Balance at Dec. 31, 2021	323,875	$ 323,683			323,683	192
Balance, shares at Dec. 31, 2021		3,382,149	100,000	1
Offering Costs	(20)	$ (20)			(20)
Net loss	(2,009)	(2,016)			(2,016)	7
Balance at Mar. 31, 2022	321,846	$ 321,647			321,647	199
Balance, shares at Mar. 31, 2022		3,382,149	100,000	1
Balance at Dec. 31, 2021	323,875	$ 323,683			323,683	192
Balance, shares at Dec. 31, 2021		3,382,149	100,000	1
Net loss	$ (3,941)
Issuance of units, shares	31,300
Balance at Jun. 30, 2022	$ 325,797	$ 322,544			322,544	3,253
Balance, shares at Jun. 30, 2022		3,413,449	100,000	1
Balance at Mar. 31, 2022	321,846	$ 321,647			321,647	199
Balance, shares at Mar. 31, 2022		3,382,149	100,000	1
Offering Costs	(347)	$ (347)			(347)
Net loss	(1,932)	(1,886)			(1,886)	(46)
Issuance of units	$ 3,130	$ 3,130			3,130
Issuance of units, shares	31,300	31,300
Acquisition of ownership in CMC Storrs SPV, LLC (Note 4)	$ 3,100					3,100
Balance at Jun. 30, 2022	$ 325,797	$ 322,544			$ 322,544	$ 3,253
Balance, shares at Jun. 30, 2022		3,413,449	100,000	1

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities
Net loss	$ (3,941)	$ (201)
Adjustments to net loss
Depreciation and amortization	550	207
Accretion of rent-related intangibles and deferred rental revenue	(94)	(45)
(Decrease) increase in due to affiliates	(263)	57
Decrease (increase) in other assets	221	(5)
Increase in accounts payable	135	7
Increase in accrued expenses and other liabilities	438	228
Net cash (used in) provided by operating activities	(2,954)	248
Cash flows from investing activities
Funding of loans receivable	(34,955)
Development of real estate	(16,694)	(3,780)
Acquisitions of real estate	(6,100)	(26,347)
Repayment of loan receivable	3,462
Cash acquired from CMC (Note 4)	1,492
Other investing activity	(72)
Net cash used in investing activities	(52,867)	(30,127)
Cash flows from financing activities
Proceeds from subscriptions receivable	20,295
Repayment of debt	(10,800)
Proceeds from units issued	3,130
Payment of offering costs	(426)
Other financing activities	(192)
Short-term loan from affiliate		39,000
Net cash provided by financing activities	12,007	39,000
Net (decrease) increase in cash and cash equivalents and restricted cash	(43,814)	9,121
Cash and cash equivalents and restricted cash, beginning of period	192,346	6,578
Cash and cash equivalents and restricted cash, end of period	148,532	15,699
Cash paid during the period for interest, net of amount capitalized

Organization, Business Purpose

Organization, Business Purpose and Capitalization	6 Months Ended
	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization, Business Purpose and Capitalization	Note 1 - Organization, Business Purpose and Capitalization Organization and Business Purpose Belpointe PREP, LLC (together with its subsidiaries, the “Company,” “we,” “us,” or “our”) was formed on January 24, 2020 as a Delaware limited liability company. We operate in a manner that allows 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, which enables us to be classified as a “qualified opportunity fund” as defined in the U.S. Internal Revenue Code of 1986, as amended (the “Code”). We qualified as a qualified opportunity fund beginning with our taxable year ended December 31, 2020. We commenced principal operations on October 28, 2020. 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 together, 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 offering Class A units in our ongoing initial public offering (our “Primary Offering”) directly to investors. Our Primary Offering is a “best efforts” offering and we undertake closings on a rolling basis. We set our Primary Offering price at $ 100.00

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited 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”) for interim financial information, and Article 8 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission. In the opinion of management, all adjustments considered necessary for a fair presentation of our financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The consolidated financial statements as of June 30, 2022, and for the three and six months ended June 30, 2022 and 2021 are unaudited and may not include year-end adjustments necessary to make them comparable to audited results. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2021 included in our Annual Report on Form 10-K. The operating results for interim periods are not necessarily indicative of operating results for any other interim period or for the entire year. Basis of Consolidation The accompanying unaudited 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 interest. All significant intercompany accounts and transactions have been eliminated. We have evaluated our economic interest 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 June 30, 2022 and December 31, 2021, respectively (amounts in thousands): Schedule of Variable Interest Entities June 30, 2022 December 31, 2021 (unaudited) Assets Real estate Land $ 9,747 $ 5,127 Building and improvements 10,449 10,226 Intangible assets 7,155 6,731 Real estate under construction 98,393 76,332 Total real estate 125,744 98,416 Accumulated depreciation and amortization (244 ) (35 ) Real estate, net 125,500 98,381 Cash and cash equivalents 134,738 188,608 Loan receivable from affiliate 30,000 — Other assets 6,164 503 Total assets $ 296,402 $ 287,492 Liabilities Debt, net $ — $ 10,790 Due to affiliates 2,359 305 Accounts payable 2,127 1,118 Accrued expenses and other liabilities 2,509 822 Total liabilities $ 6,995 $ 13,035 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, these consolidated financial statements may not be comparable to the consolidated financial statements of companies that comply with public company effective dates. 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 the unaudited consolidated financial statements and the accompanying notes. Actual results could materially differ from those estimates. 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 the consolidated balance sheets to the unaudited consolidated statements of cash flows (amounts in thousands): Schedule of Restricted Cash and Cash Equivalents June 30, 2022 December 31, 2021 (unaudited) Cash and cash equivalents $ 147,127 $ 192,131 Restricted cash (1) 1,405 215 Total cash and cash equivalents and restricted cash $ 148,532 $ 192,346 (1) Restricted cash is included within Other assets on our consolidated balance sheets. Risks and Uncertainties Demand for multifamily and mixed-use rental properties is subject to uncertainty as a result of a number of factors, including, among others, increasing interest rates, higher rates of inflation, ongoing supply chain disruptions and labor shortages, and the continuing impact of COVID-19. 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 business.

Related Party Arrangements

Related Party Arrangements	6 Months Ended
	Jun. 30, 2022
Related Party Transactions [Abstract]
Related Party Arrangements	Note 3 – Related Party Arrangements Our Transaction with Norpointe, LLC On January 3, 2022, through an indirect wholly-owned subsidiary, we provided a commercial mortgage loan in the principal amount of $ 30.0 5.0 On June 28, 2022, for purposes of complying with the qualified opportunity fund requirements, we restructured the Norpointe Loan through BPOZ 1000 First QOZB, LLC (“BPOZ 1000”), an indirect majority-owned subsidiary, whereby BPOZ 1000 provided a commercial mortgage loan in the principal amount of $ 30.0 5.0 Our Relationship with Our Manager and Sponsor Our Manager and its affiliates, including our Sponsor, will receive fees or reimbursements in connection with our Primary Offering and the management of our investments. The following table presents a summary of fees incurred on our behalf by, and expenses reimbursable to, our Manager and its affiliates, including our Sponsor, in accordance with the terms of the relevant agreements (amounts in thousands): Schedule of Non-Cash Activity to Related Party Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (unaudited) (unaudited) (unaudited) (unaudited) Amounts included in the Consolidated Statements of Operations Management fees $ 640 $ — $ 1,274 $ — Costs incurred by our Manager and its affiliates (1) 460 80 994 199 Insurance 105 — 212 — Director compensation 20 — 40 — Costs incurred by the manager and its affiliates $ 1,225 $ 80 $ 2,520 $ 199 Capitalized costs included in the Consolidated Balance Sheets Development fee and reimbursements $ 967 $ 1,534 $ 2,820 $ 1,582 Insurance (2) 527 — 568 — Other capitalized costs $ 1,494 $ 1,534 $ 3,388 $ 1,582 (1) Includes wage, overhead and other reimbursements to our Manager and its affiliates, including our Sponsor, which are included in General and administrative expenses on the unaudited Consolidated Statements of Operations. (2) During the three and six months ended June 30, 2022, we incurred insurance premiums of less than $ 0.1 4.6 0.6 The following table presents a summary of amounts included in Due to affiliates in the consolidated balance sheets (amounts in thousands): Schedule of Due to Related Party June 30, 2022 December 31, 2021 (unaudited) Due to affiliates Development fees $ 2,223 $ — Management fees 640 634 Employee cost sharing and reimbursements (1) 363 852 Director compensation 20 20 Acquisition fee — 38 Due to affiliates $ 3,246 $ 1,544 (1) Includes wage, overhead and other reimbursements to our Manager and its affiliates, including our Sponsor. Organizational, Primary Offering and Merger Expenses Our Manager and its affiliates, including our Sponsor, will be reimbursed, as described in the following paragraph, for organizational and offering expenses incurred in connection with our organization and Primary Offering and for expenses incurred in connection with our exchange offer and second-step merger to acquire all of the issued and outstanding shares of common stock of Belpointe REIT, Inc. (collectively, the “Transaction”). 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 organization or Primary Offering expenses incurred by our Manager and its affiliates during the three and six months ended June 30, 2022. During the three and six months ended June 30, 2021, our Manager and its affiliates, including our Sponsor, incurred organization and Primary Offering expenses of $ 0.1 0.5 0.1 0.1 Other Operating Expenses Pursuant 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 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. Pursuant to an employee and cost sharing agreement by and among the Company, 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 three and six months ended June 30, 2022, our Manager and its affiliates, including our Sponsor, incurred operating expenses of $ 0.4 0.9 0.2 0.3 Management Fee Subject to the oversight of our Board, our Manager is responsible for managing the Company’s 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. Pursuant to the Management Agreement we pay our Manager a quarterly management fee in arrears of one-fourth of 0.75 0.6 1.3 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. On March 29, 2022, we commenced construction on one of our properties located in Sarasota, Florida, and in connection therewith, due to increases in scope of work and construction costs, we revised our construction budget. As a result of the revisions to our construction budget we incurred an additional upfront development fee of $ 1.6 0.6 0.7 2.2 zero During the three and six months ended June 30, 2022, we incurred employee reimbursement expenditures to our affiliates acting as development managers of $ 0.4 0.7 0.3 0.6 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.4 Acquisition Fees We will pay our Manager, Sponsor, or an affiliate of our Manager or Sponsor, an acquisition fee equal to 1.5 Insurance Certain 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. During the three and six months ended June 30, 2022, we obtained insurance premiums in the aggregate amount of less than $ 0.1 4.6 0.1 0.4 0.1 0.5 0.6 0.1 0.2 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 the Company, including asset management services, asset acquisition and disposition services, supervision of our Primary Offering and any other offerings we 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 these companies are unable to provide us with the services we have engaged them to provide, we would be required to find alternative service providers.

Real Estate, Net

Real Estate, Net	6 Months Ended
	Jun. 30, 2022
Real Estate [Abstract]
Real Estate, Net	Note 4 – Real Estate, Net Acquisitions of Real Estate During 2022 On January 7, 2022, through an indirect wholly-owned subsidiary of our Operating Company, we completed the acquisition of a 1.1 0.3 0.1 0.1 0.2 On May 9, 2022, through an indirect wholly-owned subsidiary of our Operating Company, we completed the acquisition of a 0.265 1.5 0.1 1.3 0.1 0.1 On June 28, 2022, through an indirect wholly-owned subsidiary of our Operating Company, we acquired a 70.2 % controlling interest in CMC Storrs SPV, LLC (“CMC”), a holding company for a 60 -acre site located at 497-501 Middle Turnpike, Mansfield, Connecticut (“497-501 Middle”), for an initial capital contribution of $ 3.8 million. As part of the transaction, an unaffiliated joint venture partner (the “CMC JV Partner”) was deemed to have made an initial contribution of $ 3.1 million (a non-cash financing activity during the six months ended June 30, 2022). This acquisition was deemed to be an asset acquisition and all direct transaction costs were capitalized. All related assets and liabilities, including identifiable intangibles, were recorded at their relative fair values based on the purchase price and acquisition costs incurred. As a result of our controlling financial interest, we consolidate this development project. The purchase price was allocated as follows (amounts in thousands): Schedule of Real Estate Properties As of June 28, 2022 Assets Real estate Intangible assets $ 424 Real estate under construction 4,633 Total real estate 5,057 Accumulated depreciation and amortization — Real estate, net 5,057 Cash and cash equivalents 87 Other assets (1) 2,105 Total assets $ 7,249 Liabilities Accounts payable $ 363 Accrued expenses and other liabilities 16 Total liabilities $ 379 Amounts attributable to noncontrolling interests (2) $ 3,100 Total net assets $ 3,770 (1) Includes restricted cash of $ 1.4 (2) Represents a non-cash financing activity during the six months ended June 30, 2022. Depreciation expense was $ 0.2 0.1 0.3 0.1 Real Estate Under Construction The following table provides the activity of our Real estate under construction in the consolidated balance sheets (amounts in thousands): Schedule of Real Estate Under Construction June 30, 2022 December 31, 2021 (unaudited) Beginning balance $ 76,882 $ 15,101 Capitalized costs (1) (2) (3) 16,638 8,991 Land held for development (1) (4) 5,041 48,085 Acquisition of construction in progress (1) — 4,662 Capitalized interest 151 43 $ 98,712 $ 76,882 (1) Includes non-cash investing activity of $ 6.3 1.6 (2) Includes development fees and employee reimbursement expenditures of $ 2.8 2.7 (3) Includes 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 $ 0.9 0.5 (4) Includes ground lease payments and straight line adjustments incurred of $ 0.4 0.1

Intangible Assets and Liabiliti

Intangible Assets and Liabilities	6 Months Ended
	Jun. 30, 2022
Intangible Assets And Liabilities
Intangible Assets and Liabilities	Note 5 – Intangible Assets and Liabilities Intangible assets and liabilities are summarized as follows (amounts in thousands): Schedule of Intangible Assets and Liabilities June 30, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (unaudited) (unaudited) (unaudited) Finite-Lived Intangible Assets In-place leases $ 3,194 $ (407 ) $ 2,787 $ 2,941 $ (383 ) $ 2,558 Indefinite-Lived Intangible Assets Development rights 5,659 — 5,659 5,659 — 5,659 Ground lease purchase option 1,072 — 1,072 1,072 — 1,072 Total intangible assets $ 9,925 $ (407 ) $ 9,518 $ 9,672 $ (383 ) $ 9,289 Finite-Lived Intangible Liabilities Below-market leases $ (2,159 ) $ 273 $ (1,886 ) $ (2,159 ) $ 159 $ (2,000 ) Total intangible liabilities $ (2,159 ) $ 273 $ (1,886 ) $ (2,159 ) $ 159 $ (2,000 ) In-place lease intangible assets recorded for 2022 acquisitions, noted above, are included in Intangible assets on the unaudited consolidated balance sheet and are being amortized over a weighted average lease term of approximately 10.9 Amortization of in-place lease intangible assets was $ 0.1 0.1 0.2 0.1 Amortization of below-market lease liability was $ 0.1 0.1 0.1 0.1

Loans Receivable

Loans Receivable	6 Months Ended
	Jun. 30, 2022
Receivables [Abstract]
Loans Receivable	Note 6 – Loans Receivable On January 3, 2022, through an indirect wholly owned subsidiary, we provided a commercial mortgage loan in the principal amount of $ 30.0 5.0 December 31, 2022 “Note 3 – Related Party Arrangements” On February 23, 2022, through an indirect wholly-owned subsidiary, we provided a commercial mortgage loan in the principal amount of $ 5.0 6.0 February 18, 2023 On September 30, 2021, through an indirect wholly-owned subsidiary, we provided a commercial mortgage loan in the principal amount of $ 3.5 12.0 June 27, 2022. 0.3 On June 28, 2022, through an indirect majority-owned subsidiary, we provided a commercial mortgage loan in the principal amount of $ 30.0 5.0 June 28, 2023 “Note 3 – Related Party Arrangements” Interest income from the loans receivable for the three and six months ended June 30, 2022 was $ 0.6 1.1 no

Debt, Net

Debt, Net	6 Months Ended
	Jun. 30, 2022
Debt Disclosure [Abstract]
Debt, Net	Note 7 – Debt, Net Debt, net consisted of one non-recourse mortgage loan held with an unrelated third party (the “Acquisition Loan”), which was guaranteed by our Chief Executive Officer. The Acquisition Loan, including outstanding interest of less than $ 0.1

Fair Value of Financial Instrum

Fair Value of Financial Instruments	6 Months Ended
	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	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. 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. 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. The carrying value of our loans receivable totaled $ 35.0 3.5 34.3 3.5 We estimated that our other financial assets and liabilities had fair values that approximated their carrying values as of June 30, 2022 and December 31, 2021.

Members_ Capital (Deficit)

Members’ Capital (Deficit)	6 Months Ended
	Jun. 30, 2022
Equity [Abstract]
Members’ Capital (Deficit)	Note 9 – Members’ Capital (Deficit) Our Amended and Restated Limited Liability Company Operating Agreement (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 100,000 one 31,300 Class A 31,300 Class A no 3,413,449 100,000 one 3,382,149 100,000 one As of December 31, 2021, there were 202,952 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 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. Holders 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. Holders 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 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 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. Subscriptions Receivable Subscriptions receivable consists of units that have been issued with subscriptions that have not yet settled. As of June 30, 2022 and December 31, 2021, there was zero 20.3 Basic and Diluted Loss Per Class A Unit (Unaudited) For the three and six months ended June 30, 2022, the basic and diluted weighted-average units outstanding was 3,387,838 3,385,009 1.9 3.9 0.56 1.15 For the three and six months ended June 30, 2021, the basic and diluted weighted-average units outstanding was 100 0.1 0.2 660 1,940

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 10 – Commitments and Contingencies As of June 30, 2022, we are not subject to any material litigation nor are we aware of any material litigation threatened against us. During the six months ended June 30, 2022, we entered into a construction management agreement in connection with the redevelopment of one of our commercial real estate properties. As of June 30, 2022, we had an unfunded capital commitment of $ 158.9 2.5

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 11 – Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring after the balance sheet date through the date the unaudited consolidated financial statements were available for issuance require potential adjustment to or disclosure in the unaudited consolidated financial statements and has concluded that all such events or transactions that would require recognition or disclosure have been recognized or disclosed.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited 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”) for interim financial information, and Article 8 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission. In the opinion of management, all adjustments considered necessary for a fair presentation of our financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The consolidated financial statements as of June 30, 2022, and for the three and six months ended June 30, 2022 and 2021 are unaudited and may not include year-end adjustments necessary to make them comparable to audited results. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2021 included in our Annual Report on Form 10-K. The operating results for interim periods are not necessarily indicative of operating results for any other interim period or for the entire year.
Basis of Consolidation	Basis of Consolidation The accompanying unaudited 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 interest. All significant intercompany accounts and transactions have been eliminated. We have evaluated our economic interest 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 June 30, 2022 and December 31, 2021, respectively (amounts in thousands): Schedule of Variable Interest Entities June 30, 2022 December 31, 2021 (unaudited) Assets Real estate Land $ 9,747 $ 5,127 Building and improvements 10,449 10,226 Intangible assets 7,155 6,731 Real estate under construction 98,393 76,332 Total real estate 125,744 98,416 Accumulated depreciation and amortization (244 ) (35 ) Real estate, net 125,500 98,381 Cash and cash equivalents 134,738 188,608 Loan receivable from affiliate 30,000 — Other assets 6,164 503 Total assets $ 296,402 $ 287,492 Liabilities Debt, net $ — $ 10,790 Due to affiliates 2,359 305 Accounts payable 2,127 1,118 Accrued expenses and other liabilities 2,509 822 Total liabilities $ 6,995 $ 13,035 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	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, these consolidated financial statements may not be comparable to the consolidated financial statements of companies that comply with public company effective dates.
Use of Estimates	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 the unaudited consolidated financial statements and the accompanying notes. Actual results could materially differ from those estimates.
Restricted Cash	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 the consolidated balance sheets to the unaudited consolidated statements of cash flows (amounts in thousands): Schedule of Restricted Cash and Cash Equivalents June 30, 2022 December 31, 2021 (unaudited) Cash and cash equivalents $ 147,127 $ 192,131 Restricted cash (1) 1,405 215 Total cash and cash equivalents and restricted cash $ 148,532 $ 192,346 (1) Restricted cash is included within Other assets on our consolidated balance sheets.
Risks and Uncertainties	Risks and Uncertainties Demand for multifamily and mixed-use rental properties is subject to uncertainty as a result of a number of factors, including, among others, increasing interest rates, higher rates of inflation, ongoing supply chain disruptions and labor shortages, and the continuing impact of COVID-19. 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 business.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Schedule of Variable Interest Entities	The following table presents the financial data of the consolidated VIEs included in the consolidated balance sheets as of June 30, 2022 and December 31, 2021, respectively (amounts in thousands): Schedule of Variable Interest Entities June 30, 2022 December 31, 2021 (unaudited) Assets Real estate Land $ 9,747 $ 5,127 Building and improvements 10,449 10,226 Intangible assets 7,155 6,731 Real estate under construction 98,393 76,332 Total real estate 125,744 98,416 Accumulated depreciation and amortization (244 ) (35 ) Real estate, net 125,500 98,381 Cash and cash equivalents 134,738 188,608 Loan receivable from affiliate 30,000 — Other assets 6,164 503 Total assets $ 296,402 $ 287,492 Liabilities Debt, net $ — $ 10,790 Due to affiliates 2,359 305 Accounts payable 2,127 1,118 Accrued expenses and other liabilities 2,509 822 Total liabilities $ 6,995 $ 13,035
Schedule of Restricted Cash and Cash Equivalents	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 the consolidated balance sheets to the unaudited consolidated statements of cash flows (amounts in thousands): Schedule of Restricted Cash and Cash Equivalents June 30, 2022 December 31, 2021 (unaudited) Cash and cash equivalents $ 147,127 $ 192,131 Restricted cash (1) 1,405 215 Total cash and cash equivalents and restricted cash $ 148,532 $ 192,346 (1) Restricted cash is included within Other assets on our consolidated balance sheets.

Related Party Arrangements (Tab

Related Party Arrangements (Tables)	6 Months Ended
	Jun. 30, 2022
Related Party Transactions [Abstract]
Schedule of Non-Cash Activity to Related Party	The following table presents a summary of fees incurred on our behalf by, and expenses reimbursable to, our Manager and its affiliates, including our Sponsor, in accordance with the terms of the relevant agreements (amounts in thousands): Schedule of Non-Cash Activity to Related Party Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (unaudited) (unaudited) (unaudited) (unaudited) Amounts included in the Consolidated Statements of Operations Management fees $ 640 $ — $ 1,274 $ — Costs incurred by our Manager and its affiliates (1) 460 80 994 199 Insurance 105 — 212 — Director compensation 20 — 40 — Costs incurred by the manager and its affiliates $ 1,225 $ 80 $ 2,520 $ 199 Capitalized costs included in the Consolidated Balance Sheets Development fee and reimbursements $ 967 $ 1,534 $ 2,820 $ 1,582 Insurance (2) 527 — 568 — Other capitalized costs $ 1,494 $ 1,534 $ 3,388 $ 1,582 (1) Includes wage, overhead and other reimbursements to our Manager and its affiliates, including our Sponsor, which are included in General and administrative expenses on the unaudited Consolidated Statements of Operations. (2) During the three and six months ended June 30, 2022, we incurred insurance premiums of less than $ 0.1 4.6 0.6
Schedule of Due to Related Party	The following table presents a summary of amounts included in Due to affiliates in the consolidated balance sheets (amounts in thousands): Schedule of Due to Related Party June 30, 2022 December 31, 2021 (unaudited) Due to affiliates Development fees $ 2,223 $ — Management fees 640 634 Employee cost sharing and reimbursements (1) 363 852 Director compensation 20 20 Acquisition fee — 38 Due to affiliates $ 3,246 $ 1,544 (1) Includes wage, overhead and other reimbursements to our Manager and its affiliates, including our Sponsor.

Real Estate, Net (Tables)

Real Estate, Net (Tables)	6 Months Ended
	Jun. 30, 2022
Real Estate [Abstract]
Schedule of Real Estate Properties	Schedule of Real Estate Properties As of June 28, 2022 Assets Real estate Intangible assets $ 424 Real estate under construction 4,633 Total real estate 5,057 Accumulated depreciation and amortization — Real estate, net 5,057 Cash and cash equivalents 87 Other assets (1) 2,105 Total assets $ 7,249 Liabilities Accounts payable $ 363 Accrued expenses and other liabilities 16 Total liabilities $ 379 Amounts attributable to noncontrolling interests (2) $ 3,100 Total net assets $ 3,770 (1) Includes restricted cash of $ 1.4 (2) Represents a non-cash financing activity during the six months ended June 30, 2022.
Schedule of Real Estate Under Construction	The following table provides the activity of our Real estate under construction in the consolidated balance sheets (amounts in thousands): Schedule of Real Estate Under Construction June 30, 2022 December 31, 2021 (unaudited) Beginning balance $ 76,882 $ 15,101 Capitalized costs (1) (2) (3) 16,638 8,991 Land held for development (1) (4) 5,041 48,085 Acquisition of construction in progress (1) — 4,662 Capitalized interest 151 43 $ 98,712 $ 76,882 (1) Includes non-cash investing activity of $ 6.3 1.6 (2) Includes development fees and employee reimbursement expenditures of $ 2.8 2.7 (3) Includes 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 $ 0.9 0.5 (4) Includes ground lease payments and straight line adjustments incurred of $ 0.4 0.1

Intangible Assets and Liabili_2

Intangible Assets and Liabilities (Tables)	6 Months Ended
	Jun. 30, 2022
Intangible Assets And Liabilities
Schedule of Intangible Assets and Liabilities	Intangible assets and liabilities are summarized as follows (amounts in thousands): Schedule of Intangible Assets and Liabilities June 30, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (unaudited) (unaudited) (unaudited) Finite-Lived Intangible Assets In-place leases $ 3,194 $ (407 ) $ 2,787 $ 2,941 $ (383 ) $ 2,558 Indefinite-Lived Intangible Assets Development rights 5,659 — 5,659 5,659 — 5,659 Ground lease purchase option 1,072 — 1,072 1,072 — 1,072 Total intangible assets $ 9,925 $ (407 ) $ 9,518 $ 9,672 $ (383 ) $ 9,289 Finite-Lived Intangible Liabilities Below-market leases $ (2,159 ) $ 273 $ (1,886 ) $ (2,159 ) $ 159 $ (2,000 ) Total intangible liabilities $ (2,159 ) $ 273 $ (1,886 ) $ (2,159 ) $ 159 $ (2,000 )

Organization, Business Purpos_2

Organization, Business Purpose and Capitalization (Details Narrative)	Jun. 30, 2022 $ / shares
Common Class A [Member]
Offering price	$ 100

Schedule of Variable Interest E

Schedule of Variable Interest Entities (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Jun. 28, 2022		Dec. 31, 2021
Real estate
Land	$ 23,521			$ 22,116
Building and improvements	16,731			16,256
Intangible assets	9,925	$ 424		9,672
Real estate under construction	98,712	4,633		76,882
Total real estate	148,889	5,057		124,926
Accumulated depreciation and amortization	(985)			(629)
Real estate, net	147,904	5,057		124,297
Cash and cash equivalents	147,127	87		192,131
Loan receivable from affiliate	30,000
Other assets	7,262	$ 2,105	[1]	1,241
Total assets	337,243			341,426
Liabilities
Debt, net				10,790
Due to affiliates	3,246			1,544
Accounts payable	2,466			1,352
Accrued expenses and other liabilities	3,848			1,865
Total liabilities	11,446			17,551
Variable Interest Entity [Member]
Real estate
Land	9,747			5,127
Building and improvements	10,449			10,226
Intangible assets	7,155			6,731
Real estate under construction	98,393			76,332
Total real estate	125,744			98,416
Accumulated depreciation and amortization	(244)			(35)
Real estate, net	125,500			98,381
Cash and cash equivalents	134,738			188,608
Loan receivable from affiliate	30,000
Other assets	6,164			503
Total assets	296,402			287,492
Liabilities
Debt, net				10,790
Due to affiliates	2,359			305
Accounts payable	2,127			1,118
Accrued expenses and other liabilities	2,509			822
Total liabilities	$ 6,995			$ 13,035
[1]Includes restricted cash of $ 1.4

Schedule of Restricted Cash and

Schedule of Restricted Cash and Cash Equivalents (Details) - USD ($) $ in Thousands		Jun. 30, 2022	Jun. 28, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Cash and cash equivalents		$ 147,127	$ 87	$ 192,131
Restricted cash	[1]	1,405		215
Total cash and cash equivalents and restricted cash		$ 148,532		$ 192,346
[1]Restricted cash is included within Other assets on our consolidated balance sheets.

Schedule of Non-Cash Activity t

Schedule of Non-Cash Activity to Related Party (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Related Party Transaction [Line Items]
Costs incurred by the manager and its affiliates		$ 1,225	$ 80	$ 2,520	$ 199
Other capitalized costs		1,494	1,534	3,388	1,582
Development Fee And Reimbursements [Member]
Related Party Transaction [Line Items]
Other capitalized costs		967	1,534	2,820	1,582
Insurance [Member]
Related Party Transaction [Line Items]
Other capitalized costs	[1]	527		568
Management Fees [Member]
Related Party Transaction [Line Items]
Costs incurred by the manager and its affiliates		640		1,274
Manager and Affliates [Member]
Related Party Transaction [Line Items]
Costs incurred by the manager and its affiliates	[2]	460	80	994	199
Insurance [Member]
Related Party Transaction [Line Items]
Costs incurred by the manager and its affiliates		105		212
Director Compensation [Member]
Related Party Transaction [Line Items]
Costs incurred by the manager and its affiliates		$ 20		$ 40
[1]During the three and six months ended June 30, 2022, we incurred insurance premiums of less than $ 0.1 4.6 0.6

Schedule of Non-Cash Activity_2

Schedule of Non-Cash Activity to Related Party (Details) (Parenthetical) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Insurance premium	$ 0.1	$ 4.6
Maximum [Member]
Amortization of insurance to real estate	$ 0.5	$ 0.6

Schedule of Due to Related Part

Schedule of Due to Related Party (Details) - USD ($) $ in Thousands		Jun. 30, 2022	Dec. 31, 2021
Due to affiliates		$ 3,246	$ 1,544
Development Fees [Member]
Due to affiliates		2,223
Management Fees [Member]
Due to affiliates		640	634
Employee Cost Sharing And Reimbursements [Member]
Due to affiliates	[1]	363	852
Director Compensation [Member]
Due to affiliates		20	20
Acquisition Fee [Member]
Due to affiliates			$ 38
[1]Includes wage, overhead and other reimbursements to our Manager and its affiliates, including our Sponsor.

Related Party Arrangements (Det

Related Party Arrangements (Details Narrative) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
	Mar. 29, 2022	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 28, 2022	Jan. 03, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Asset acquisition, transaction cost			$ 100		$ 100
Operating expenses		$ 2,663	290	$ 5,495	563
Management fee		600		1,300
Development costs		600		700
Due to affiliates		3,246		3,246				$ 1,544
General and administrative expense		1,473	57	$ 3,114	189
Acquisition fee percentage				1.50%
Real estate insurance		100		$ 4,600
Insurance commission		100		400
Administration fees				100
Amortization of insurance to property expenses		100		200
Maximum [Member]
Related Party Transaction [Line Items]
Amortization of insurance to real estate		500		600
General and Administrative Expense [Member]
Related Party Transaction [Line Items]
General and administrative expense		100	100	100	100
Development Manager [Member]
Related Party Transaction [Line Items]
Development costs		300	100	600	100
Reimbursement expense		400	100	700	100
Upfront Development Fee [Member]
Related Party Transaction [Line Items]
Development costs	$ 1,600
Development Fees [Member]
Related Party Transaction [Line Items]
Due to affiliates		2,200		2,200				0
Employee Expense [Member]
Related Party Transaction [Line Items]
Due to affiliates		100		$ 100				$ 400
Management Agreement [Member]
Related Party Transaction [Line Items]
Property management fee, percent fee				0.75%
Norpointe Loan [Member]
Related Party Transaction [Line Items]
Loan principal amount						$ 30,000	$ 30,000
Promissory note interest rate						5%	5%
Manager and Affliates [Member]
Related Party Transaction [Line Items]
Operating expenses		400	$ 200	$ 900	$ 300
Manager and Affliates [Member] | IPO [Member]
Related Party Transaction [Line Items]
Primary offering expenses		$ 100		$ 500

Schedule of Real Estate Propert

Schedule of Real Estate Properties (Details) - USD ($) $ in Thousands		Jun. 30, 2022	Jun. 28, 2022		Dec. 31, 2021
Real Estate [Abstract]
Intangible assets		$ 9,925	$ 424		$ 9,672
Real estate under construction		98,712	4,633		76,882
Total real estate		148,889	5,057		124,926
Accumulated depreciation and amortization		(985)			(629)
Real estate, net		147,904	5,057		124,297
Cash and cash equivalents		147,127	87		192,131
Other assets		$ 7,262	2,105	[1]	$ 1,241
Total assets			7,249
Accounts payable			363
Accrued expenses and other liabilities			16
Total liabilities			379
Amounts attributable to noncontrolling interests	[2]		3,100
Total net assets			$ 3,770
[1]Includes restricted cash of $ 1.4

Schedule of Real Estate Prope_2

Schedule of Real Estate Properties (Details) (Parenthetical) $ in Millions	Jun. 30, 2022 USD ($)
Real Estate [Abstract]
Restricted cash	$ 1.4

Schedule of Real Estate Under C

Schedule of Real Estate Under Construction (Details) - USD ($) $ in Thousands		Jun. 30, 2022	Dec. 31, 2021
Real Estate [Abstract]
Beginning balance		$ 76,882	$ 15,101
Capitalized costs	[1],[2],[3]	16,638	8,991
Land held for development	[3],[4]	5,041	48,085
Acquisition of construction in progress	[3]		4,662
Capitalized interest		151	43
Ending balance		$ 98,712	$ 76,882
[1]Includes development fees and employee reimbursement expenditures of $ 2.8 2.7 0.9 0.5 6.3 1.6 0.4 0.1

Schedule of Real Estate Under_2

Schedule of Real Estate Under Construction (Details) (Parenthetical) - USD ($) $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Development fees and employee reimbursement expenditures	$ 2.8	$ 2.7
Direct and indirect project costs	0.9	0.5
Ground lease payments	0.4	0.1
Real Estate [Member]
Non cash investing activity	$ 6.3	$ 1.6

Real Estate, Net (Details Narra

Real Estate, Net (Details Narrative) $ in Thousands				3 Months Ended		6 Months Ended
	Jun. 28, 2022 USD ($) a	May 09, 2022 USD ($) a	Jan. 07, 2022 USD ($) a	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)
Area of real estate property | a	60	0.265	1.1
Variable interest entity, ownership percentage	70.20%
Initial capital contribution	$ 3,800
Depreciation expense				$ 266	$ 137	$ 550	$ 207
Real Estate [Member]
Depreciation expense				$ 200	$ 100	$ 300	$ 100
CMC JV Partner [Member]
Initial capital contribution	$ 3,100
Mansfield Connecticut [Member] | BPOZ 17 Cedar Swamp, LLC [Member]
Asset acquisition consideration transferred			$ 300
Asset acquisition consideration real estate transaction costs			100
Mansfield Connecticut [Member] | BPOZ 17 Cedar Swamp, LLC [Member] | Land [Member]
Asset acquisition consideration transferred land			100
Mansfield Connecticut [Member] | BPOZ 17 Cedar Swamp, LLC [Member] | Building [Member]
Asset acquisition consideration transferred building			$ 200
Sarasota Florida [Member] | BPOZ 1702 Ringling, LLC [Member]
Asset acquisition consideration transferred		$ 1,500
Asset acquisition consideration real estate transaction costs		100
Sarasota Florida [Member] | BPOZ 1702 Ringling, LLC [Member] | Land [Member]
Asset acquisition consideration transferred land		1,300
Sarasota Florida [Member] | BPOZ 1702 Ringling, LLC [Member] | Building [Member]
Asset acquisition consideration transferred building		100
Sarasota Florida [Member] | BPOZ 1702 Ringling, LLC [Member] | In Place [Member]
Asset acquisition consideration transferred in place		$ 100

Schedule of Intangible Assets a

Schedule of Intangible Assets and Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Total intangible assets, gross	$ 9,925	$ 9,672
Total intangible assets, accumulated amortization	(407)	(383)
Total intangible assets, Net	9,518	9,289
Total intangible liabilities	(2,159)	(2,159)
Total intangible liabilities accumulated amortization	273	159
Total intangible liabilities, net carrying amount	(1,886)	(2,000)
Development Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount, indefinite lived intangible assets	5,659	5,659
Accumulated amortization, indefinite lived intangible assets
Net carrying amount, indefinite lived intangible assets	5,659	5,659
Ground Lease Purchase Option [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount, indefinite lived intangible assets	1,072	1,072
Accumulated amortization, indefinite lived intangible assets
Net carrying amount, indefinite lived intangible assets	1,072	1,072
In-place Leases [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount, finite lived intangible assets	3,194	2,941
Accumulated amortization, finite lived intangible assets	(407)	(383)
Net carrying amount, finite lived intangible assets	2,787	2,558
Below Market Leases [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible liabilities	(2,159)	(2,159)
Total intangible liabilities accumulated amortization	273	159
Total intangible liabilities, net carrying amount	$ (1,886)	$ (2,000)

Intangible Assets and Liabili_3

Intangible Assets and Liabilities (Details Narrative) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Finite-Lived Intangible Assets [Line Items]
Acquired finite-lived intangible assets, weighted average useful life			10 years 10 months 24 days
In-place Leases [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 0.1	$ 0.1	$ 0.2	$ 0.1
Below Market Leases [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 0.1	$ 0.1	$ 0.1	$ 0.1

Loans Receivable (Details Narra

Loans Receivable (Details Narrative) - USD ($) $ in Millions						3 Months Ended		6 Months Ended
	Jun. 28, 2022	Jun. 28, 2022	Feb. 23, 2022	Jan. 03, 2022	Sep. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Defined Benefit Plan Disclosure [Line Items]
Interest income on loans receivables						$ 0.6	$ 0	$ 1.1	$ 0
CMC Loan [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest rate					12%
Maturity date					Jun. 27, 2022
Principal loan amount					$ 3.5
Increase/decrease in accrued interest receivable, net		$ 0.3
Visco Loan [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest rate			6%
Maturity date			Feb. 18, 2023
Principal loan amount			$ 5
Norpointe Loan [Member]
Defined Benefit Plan Disclosure [Line Items]
Principal loan amount	$ 30	$ 30		$ 30
Interest rate	5%	5%		5%
Maturity date				Dec. 31, 2022
Qozb Loan [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest rate	5%	5%
Maturity date	Jun. 28, 2023
Principal loan amount	$ 30	$ 30

Debt, Net (Details Narrative)

Debt, Net (Details Narrative) $ in Millions	6 Months Ended
	Jun. 30, 2022 USD ($)
Debt Disclosure [Abstract]
Interest expense	$ 0.1

Fair Value of Financial Instr_2

Fair Value of Financial Instruments (Details Narrative) - USD ($) $ in Millions	Jun. 30, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Loans receivable	$ 35	$ 3.5
Estimated fair value of loans receivable	$ 34.3	$ 3.5

Members_ Capital (Deficit) (Det

Members’ Capital (Deficit) (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Class of Stock [Line Items]
Units issued	31,300	0	31,300	0
Weighted average number of shares outstanding basic	3,387,838	100	3,385,009	100
Net income loss	$ 1,886	$ 66	$ 3,902	$ 194
EarningspPer share basic	$ 0.56	$ 660	$ 1.15	$ 1,940
Subscription Agreement [Member]
Class of Stock [Line Items]
Units issued					202,952
Subscriptions receivable	$ 0		$ 0		$ 20,300
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized unlimited			Unlimited		Unlimited
Common stock shares, issued	3,413,449		3,413,449		3,382,149
Common stock shares, outstanding	3,413,449		3,413,449		3,382,149
Weighted average number of shares outstanding basic	3,387,838		3,385,009	100
Net income loss	$ 1,900	$ 100	$ 3,900	$ 200
EarningspPer share basic	$ 0.56	$ 660	$ 1.15	$ 1,940
Common Class B [Member]
Class of Stock [Line Items]
Common stock, shares authorized	100,000		100,000		100,000
Common stock shares, issued	100,000		100,000		100,000
Common stock shares, outstanding	100,000		100,000		100,000
Common Class M [Member]
Class of Stock [Line Items]
Common stock, shares authorized	1		1
Class M Units [Member]
Class of Stock [Line Items]
Common stock, shares authorized	1		1		1
Common stock shares, issued	1		1		1
Common stock shares, outstanding	1		1		1

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accounts payable	$ 3,848	$ 1,865
Construction Management Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Other commitment	158,900
Accounts payable	$ 2,500