Belpointe PREP (OZ) 10-Q/A 20 Sep 24 2024 Q2 Quarterly report (amended) Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2024	Aug. 09, 2024
Document Type	10-Q/A
Amendment Flag	true
Amendment Description	This Amendment No. 1 on Form 10-Q/A (this “Amendment”) to Belpointe PREP, LLC’s (the “Company”) Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 (“Original Filing”) is being filed solely for purposes of conforming the language in the certifications filed as Exhibit 31 to the Original Filing to the language set forth in Item 601(b)(31)(i) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
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	NYSEAMER
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
Entity Information, Former Legal or Registered Name	Not Applicable
Common Class A [Member]
Entity Common Stock, Shares Outstanding		3,631,703
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, 2024	Dec. 31, 2023
Real estate
Land	$ 44,135	$ 38,741
Building and improvements	121,819	17,939
Furniture, fixtures and equipment	660
Intangible assets	8,530	9,172
Real estate under construction	262,656	291,130
Total real estate	437,800	356,982
Accumulated depreciation and amortization	(3,642)	(3,441)
Real estate, net	434,158	353,541
Cash and cash equivalents	24,740	20,125
Other assets	17,257	8,451
Total assets	476,155	382,117
Liabilities
Debt, net	119,905	19,678
Short-term loan from affiliate	2,600	4,000
Lease liabilities	1,268	1,324
Accounts payable	19,153	12,584
Accrued expenses and other liabilities	10,542	9,097
Total liabilities	159,255	57,053
Commitments and contingencies (Note 11)
Members’ Capital
Total members’ capital excluding noncontrolling interests	314,592	322,626
Noncontrolling interests	2,308	2,438
Total members’ capital	316,900	325,064
Total liabilities and members’ capital	476,155	382,117
Class A Units [Member]
Members’ Capital
Total members’ capital excluding noncontrolling interests	314,592	322,626
Class B Units [Member]
Members’ Capital
Total members’ capital excluding noncontrolling interests
Class M Units [Member]
Members’ Capital
Total members’ capital excluding noncontrolling interests
Related Party [Member]
Liabilities
Due to affiliates	$ 5,787	$ 10,370

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - shares	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Common Class A [Member]
Common stock, shares authorized	Unlimited	Unlimited
Common stock shares, issued	3,631,703	3,622,399
Common stock shares, outstanding	3,631,703	3,622,399
Common Class B [Member]
Common stock shares, issued	100,000	100,000
Common stock shares, outstanding	100,000	100,000
Common stock, shares authorized	100,000	100,000
Class M Units [Member]
Common stock shares, issued	1	1
Common stock shares, outstanding	1	1
Common stock, shares authorized	1	1

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenue
Rental revenue	$ 384	$ 778	$ 721	$ 1,275
Total revenue	384	778	721	1,275
Expenses
Property expenses	1,429	989	2,692	2,007
General and administrative	1,176	1,216	2,746	2,987
Interest expense	1,705		2,426
Depreciation and amortization	641	688	925	1,200
Impairment of real estate	182	2,166	777	2,166
Total expenses	5,133	5,059	9,566	8,360
Other income
Interest income	96	1	238	1
Other (expense) income	(63)	209	(90)	206
Total other income	33	210	148	207
Net loss	(4,716)	(4,071)	(8,697)	(6,878)
Net income attributable to noncontrolling interests	(4)	(9)	(4)	(12)
Net loss attributable to Belpointe PREP, LLC	$ (4,720)	$ (4,080)	$ (8,701)	$ (6,890)
Loss per Class A unit (basic and diluted)
Net loss per unit basic	$ (1.30)	$ (1.16)	$ (2.40)	$ (1.95)
Net loss per unit diluted	$ (1.30)	$ (1.16)	$ (2.40)	$ (1.95)
Weighted-average units outstanding basic	3,631,703	3,526,511	3,631,617	3,524,988
Weighted-average units outstanding diluted	3,631,703	3,526,511	3,631,617	3,524,988

Consolidated Statements of Chan

Consolidated Statements of Changes in Members' Capital (Unaudited) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Balance	$ 321,792	$ 325,064	$ 328,763	$ 332,652	$ 325,064	$ 332,652
Issuance of units		711	3,844
Capital distribution			(24)		200	24
Offering costs	(4)	(2)	(169)	(119)
Net (loss) income	(4,716)	(3,981)	(4,071)	(2,807)	(8,697)	(6,878)
Acquisition of noncontrolling interests	(198)			(963)
Contributions from noncontrolling interest	26		238
Balance	316,900	321,792	328,581	328,763	316,900	328,581
Total Members Capital Excluding Noncontrolling Interests Members Noncontrolling Interest [Member]
Balance	319,354	322,626	326,553	329,482	322,626	329,482
Issuance of units		711	3,844
Capital distribution
Offering costs	(4)	(2)	(169)	(119)
Net (loss) income	(4,720)	(3,981)	(4,080)	(2,810)
Acquisition of noncontrolling interests	(38)
Contributions from noncontrolling interest
Balance	314,592	319,354	326,148	326,553	314,592	326,148
Noncontrolling Interest [Member]
Balance	2,438	2,438	2,210	3,170	2,438	3,170
Issuance of units
Capital distribution			(24)
Offering costs
Net (loss) income	4		9	3
Acquisition of noncontrolling interests	(160)			(963)
Contributions from noncontrolling interest	26		238
Balance	$ 2,308	2,438	$ 2,433	2,210	$ 2,308	$ 2,433
Common Class A [Member]
Issuance of units, shares	0		43,403		9,304	43,403
Common Class A [Member] | Common Stock [Member]
Balance	$ 319,354	$ 322,626	$ 326,553	$ 329,482	$ 322,626	$ 329,482
Balance, shares	3,631,703	3,622,399	3,523,449	3,523,449	3,622,399	3,523,449
Issuance of units		$ 711	$ 3,844
Issuance of units, shares		9,304	43,403
Capital distribution
Offering costs	$ (4)	$ (2)	(169)	$ (119)
Net (loss) income	(4,720)	(3,981)	(4,080)	(2,810)
Acquisition of noncontrolling interests	(38)
Contributions from noncontrolling interest
Balance	$ 314,592	$ 319,354	$ 326,148	$ 326,553	$ 314,592	$ 326,148
Balance, shares	3,631,703	3,631,703	3,566,852	3,523,449	3,631,703	3,566,852
Common Class B [Member] | Common Stock [Member]
Balance
Balance, shares	100,000	100,000	100,000	100,000	100,000	100,000
Issuance of units
Issuance of units, shares
Capital distribution
Offering costs
Net (loss) income
Acquisition of noncontrolling interests
Contributions from noncontrolling interest
Balance
Balance, shares	100,000	100,000	100,000	100,000	100,000	100,000
Common Class M [Member] | Common Stock [Member]
Balance
Balance, shares	1	1	1	1	1	1
Issuance of units
Issuance of units, shares
Capital distribution
Offering costs
Net (loss) income
Acquisition of noncontrolling interests
Contributions from noncontrolling interest
Balance
Balance, shares	1	1	1	1	1	1

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities
Net loss	$ (8,697)	$ (6,878)
Adjustments to net loss:
Depreciation and amortization including intangible assets and deferred financing costs	1,227	1,200
Accretion of rent-related intangibles and straight-line rent adjustments	39	(596)
Impairment of real estate	777	2,166
Unrealized loss (gain) on interest rate derivative	87	(209)
Changes in operating assets and liabilities:
Increase in due to affiliates	333	359
Decrease in other assets	38	167
(Decrease) increase in accounts payable	(183)	4
Increase in accrued expenses and other liabilities	996	365
Net cash used in operating activities	(5,383)	(3,422)
Cash flows from investing activities
Development of real estate	(79,390)	(51,403)
Other investing activity	81	(75)
Purchase of interest rate cap	(6)	(159)
Net cash used in investing activities	(79,315)	(51,637)
Cash flows from financing activities
Proceeds from term loans	52,773
Proceeds from construction loan	47,510	1
Repayment of short-term loan from affiliate	(4,000)
Payment of deferred financing costs	(3,134)	(3,480)
Short-term loan from affiliate	2,600
Proceeds from units issued	711	3,844
Capital distribution to noncontrolling interests	(200)	(24)
Payment of offering costs	(39)	(254)
Other financing activities	36	(90)
Contributions from noncontrolling interests	26	188
Net cash provided by financing activities	96,283	185
Net increase (decrease) in cash, cash equivalents and restricted cash	11,585	(54,874)
Cash and cash equivalents and restricted cash, beginning of period	23,585	144,967
Cash and cash equivalents and restricted cash, end of period	$ 35,170	$ 90,093

Organization, Business Purpose

Organization, Business Purpose and Capitalization	6 Months Ended
	Jun. 30, 2024
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”) 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 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 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 0.25 4.50 In addition, the 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 $ 750,000,000 514,013,330 The purchase price for Class A units in the Public Offerings will be 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 June 3, 2024, we announced that our NAV as of March 31, 2024 was equal to $ 99.59

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	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”) for interim financial information, and Article 8 of Regulation S-X of the rules and regulations of the SEC. 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, 2024, and for the three and six months ended June 30, 2024 and 2023, 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, 2023 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 consolidated financial statements reflect all of our accounts, including those of our controlled subsidiaries. The portion of members’ capital 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 June 30, 2024 and December 31, 2023, respectively (amounts in thousands): Schedule of Carrying Value Net Assets June 30, 2024 December 31, 2023 (unaudited) Assets Real estate Land $ 31,454 $ 26,059 Building and improvements 116,833 12,953 Furniture, fixtures and equipment 660 — Intangible assets 6,174 6,816 Real estate under construction 262,408 290,627 Total real estate 417,529 336,455 Accumulated depreciation and amortization (2,175 ) (2,161 ) Real estate, net 415,354 334,294 Cash and cash equivalents 2,973 8,204 Other assets 16,789 7,841 Total assets $ 435,116 $ 350,339 Liabilities Debt, net $ 119,905 $ 19,678 Due to affiliates 2,459 7,292 Lease liabilities 23 25 Accounts payable 19,100 12,374 Accrued expenses and other liabilities 9,910 8,595 Total liabilities $ 151,397 $ 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 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. 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 consolidated financial statements and the accompanying notes. Actual results could materially differ from those estimates. 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. 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 consolidated statements of cash flows (amounts in thousands): Schedule of Restricted Cash and Cash Equivalents June 30, 2024 December 31, 2023 (unaudited) Cash and cash equivalents $ 24,740 $ 20,125 Restricted cash (1) 10,430 3,460 Total cash and cash equivalents and restricted cash $ 35,170 $ 23,585 (1) Restricted cash is included within Other assets on our consolidated balance sheets. 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 our construction and development costs. Economic uncertainty, fluctuating interest rates, 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 and beyond. Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, S gment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In March 2024, the SEC adopted final rules under Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors

Leases

Leases	6 Months Ended
	Jun. 30, 2024
Leases
Leases	Note 3 – Leases Lessor Accounting We own rental properties which are leased to tenants under operating leases with current expirations ranging from 2024 to 2040, 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): Schedule of Components of Lease Revenues 2024 2023 2024 2023 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (unaudited) (unaudited) (unaudited) (unaudited) Fixed lease revenues $ 261 $ 266 $ 502 $ 532 Variable lease revenues (1) 137 67 261 148 Lease revenues (2) (3) $ 398 $ 333 $ 763 $ 680 (1) Includes reimbursements for property taxes, insurance, and common area maintenance services. (2) Excludes lease intangible amortization of less than $ 0.1 0.4 0.1 0.6 (3) Excludes straight-line rent of less than $ 0.1 0.1 0.1 0.1 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 by reviewing a tenant’s payment history or financial condition. 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 June 30, 2024.

Related Party Arrangements

Related Party Arrangements	6 Months Ended
	Jun. 30, 2024
Related Party Transactions [Abstract]
Related Party Arrangements	Related Party Arrangements Our Transaction with Belpointe Development Holding, LLC On May 16, 2024, we entered into an agreement to borrow up to $ 3.0 5.0 2.6 Our Transaction with Lacoff Holding II, LLC On December 29, 2023, we borrowed $ 4.0 April 1, 2024 5.26 0.1 Our Relationship with Our Manager and Sponsor 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 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 with such parties (amounts in thousands): Schedule of Non Cash Activity to Related Party Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (unaudited) (unaudited) (unaudited) (unaudited) Amounts included in the Consolidated Statements of Operations Costs incurred by our Manager and its affiliates (1) $ 638 $ 657 $ 1,427 $ 1,327 Management fees (2) 678 668 1,365 1,328 Insurance (3) 329 102 490 208 Director compensation 20 20 40 40 Costs and expenses related parties $ 1,665 $ 1,447 $ 3,322 $ 2,903 Capitalized costs included in the Consolidated Balance Sheets Development fee and reimbursements $ 803 $ 3,211 $ 1,881 $ 4,188 Insurance (3) 1,358 473 1,922 990 Other capitalized costs $ 2,161 $ 3,684 $ 3,803 $ 5,178 (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 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 on the consolidated balance sheets and are amortized monthly to either Property expenses on the consolidated statements of operations or Real estate under construction on the consolidated balance sheets as further described below. 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, 2024 December 31, 2023 (unaudited) Due to affiliates Management fees $ 2,730 $ 1,365 Development fees 1,646 6,129 Employee cost sharing and reimbursements (1) 1,196 2,856 Insurance 195 — Director compensation 20 20 Due to affiliates $ 5,787 $ 10,370 (1) Includes wage, overhead and other reimbursements to our Manager and its affiliates, including our Sponsor. Other Operating Expenses Pursuant to the terms of the 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. Pursuant to the terms of the 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 three months ended June 30, 2024 and 2023, our Manager and its affiliates, including our Sponsor, incurred operating expenses of $ 0.5 0.6 1.2 1.3 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. Pursuant to the Management Agreement, we pay our Manager a quarterly management fee in arrears of one-fourth of 0.75 0.7 0.7 1.4 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. During the three months ended June 30, 2024 and 2023, we incurred development fees earned during the construction phase of $ 0.7 2.9 1.6 3.6 1.6 6.1 During the three months ended June 30, 2024 and 2023, we incurred employee reimbursement expenditures to our affiliates acting as development managers of $ 0.2 0.3 0.1 0.2 0.1 0.1 0.5 0.7 0.3 0.5 0.2 0.2 0.6 1.3 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 4.5 0.4 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 family members of our Chief Executive Officer hold a non-controlling beneficial 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. During the three months ended June 30, 2024 and 2023, and we obtained insurance premiums in the aggregate amount of $ 1.7 2.3 0.2 0.2 1.9 2.4 0.2 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 Public Offerings 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 our Manager and its affiliates 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, 2024
Real Estate [Abstract]
Real Estate, Net	Note 5 – Real Estate, Net 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, 2024 December 31, 2023 (unaudited) Beginning balance $ 291,130 $ 133,898 Placed into service (109,935 ) — Capitalized costs (1) (2) 80,077 155,969 Capitalized interest 2,161 387 Impairment charges (3) (777 ) (4,060 ) Land held for development (4) — 4,936 Ending balance $ 262,656 $ 291,130 (1) Includes development fees and employee reimbursement expenditures. See “Note 4 – Related Party Arrangements” for additional details regarding our transactions with related parties. (2) 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 $ 2.6 3.4 (3) Impairment charges during six months ended June 30, 2024 and the year ended December 31, 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) Includes the acquisition of land located in Sarasota, Florida during the year ended December 31, 2023. Placed into Service During the six months ended June 30, 2024 certain phases of our 1991 Main Street, Sarasota, Florida (“1991 Main”) development project reached substantial completion, and as a result, we reclassified the related real estate under construction to their respective fixed asset accounts. Non-cash Disclosures Real estate under construction includes non-cash investing activity of $ 16.2 1.0 0.4 27.6 6.1 1.3 Depreciation Expense Depreciation expense was $ 0.6 0.2 0.8 0.4

Intangible Assets and Liabiliti

Intangible Assets and Liabilities	6 Months Ended
	Jun. 30, 2024
Intangible Assets And Liabilities
Intangible Assets and Liabilities	Note 6 – Intangible Assets and Liabilities Intangible assets and liabilities are summarized as follows (amounts in thousands): Schedule of Intangible Assets And Liabilities June 30, 2024 December 31, 2023 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 $ 2,871 $ (1,128 ) $ 1,743 $ 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 $ (1,128 ) $ 7,402 $ 9,172 $ (1,699 ) $ 7,473 Finite-Lived Intangible Liabilities Below-market leases $ (1,743 ) $ 475 $ (1,268 ) $ (2,100 ) $ 776 $ (1,324 ) Total intangible liabilities $ (1,743 ) $ 475 $ (1,268 ) $ (2,100 ) $ 776 $ (1,324 ) In-place leases and development rights intangible assets, noted above, are included in Intangible assets on the consolidated balance sheets. Below-market lease liabilities, noted above, are included in Lease liabilities on the consolidated balance sheets. Amortization of in-place lease intangible assets was less than $ 0.1 0.5 0.1 0.8 Amortization of below-market lease liabilities was less than $ 0.1 0.4 0.1 0.6

Debt, Net

Debt, Net	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
Debt, Net	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 On June 26, 2024, our indirect majority-owned subsidiary entered into a fixed-rate loan agreement for $ 10.0 On January 31, 2024, our indirect majority-owned subsidiary entered into a fixed-rate mezzanine loan agreement for up to $ 56.4 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 The following table details our Debt, net (dollars in thousands): Schedule of Debt, Net Indebtedness Interest Rate Maturity Date Total Commitment June 30, 2024 December 31, 2023 Carrying Value as of Indebtedness Interest Rate Maturity Date Total Commitment June 30, 2024 December 31, 2023 (unaudited) Fixed rate loans: 1991 Main Mezzanine Loan (1) (3) 13.00 % May 2027 $ 56,378 $ 43,260 $ — 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 71,716 23,076 1000 First Construction Loan (5) SOFR + 3.80 % June 2027 $ 104,000 — — Total debt 124,976 23,076 Unamortized debt issuance costs (6) (3,350 ) (2,239 ) Unamortized debt discount (6) (1,721 ) (1,159 ) Debt, net $ 119,905 $ 19,678 (1) Loan contains a one-year extension option, subject to certain restrictions. (2) 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 June 30, 2024 , the Reserves balance was $ 13.1 (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 8.51 (5) 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 7.55 (6) Amounts as of June 30, 2024 exclude unamortized debt issuance costs and unamortized debt discounts of $ 1.5 1.1 The following table summarizes the scheduled future principal payments under our debt arrangements as of June 30, 2024 (amounts in thousands): Schedule of Future Principal Payments Year ended December 31, (unaudited) 2024 (remainder) $ — 2025 10,000 2026 — 2027 114,976 2028 — Thereafter — Total $ 124,976 Interest paid, net of capitalized interest for the six months ended June 30, 2024 and 2023, was $ 1.8 zero Amortization of deferred financing costs for the three months ended June 30, 2024 and 2023, was $ 0.4 0.1 0.2 0.1 0.8 0.1 0.5 0.1 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.

Fair Value of Financial Instrum

Fair Value of Financial Instruments	6 Months Ended
	Jun. 30, 2024
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. Except as described below, we estimated that our other financial assets and liabilities had fair values that approximated their carrying values as of June 30, 2024 and December 31, 2023. Recurring Fair Value Measurements Our interest rate caps are measured at fair value on a recurring basis (see Note 9 – Derivative Instruments for further details). The valuation of our interest rate caps are prepared by an independent third-party and are 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 June 30, 2024 and December 31, 2023, respectively (amounts in thousands): Schedule of Carrying Value and Estimated Fair Value June 30, 2024 December 31, 2023 Level Carrying Value (1) Fair Value (2) Carrying Value (1) Fair Value (2) (unaudited) (unaudited) Total indebtedness 2 $ 119,905 $ 124,976 $ 19,678 $ 19,678 (1) Amounts disclosed are net of unamortized debt issuance costs and debt discounts. (2) The fair value of our indebtedness as of June 30, 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. The fair value of our debt as of December 31, 2023 approximated its carrying value.

Derivative Instruments

Derivative Instruments	6 Months Ended
	Jun. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Instruments	Derivative Instruments In connection with our variable rate loan agreements (Note 7 – Debt, Net) , The following table details our derivative financial instruments as of June 30, 2024 (amounts in thousands): Schedule of Table Derivative Financial Instrument Interest Rate Derivative Notional Amount Strike Price Maturity Date Interest rate cap $ 112,514 5.07 % July 2024 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 (1) Interest Rate Derivative June 30, 2024 December 31, 2023 (unaudited) Interest rate caps $ 12 $ 93 (1) Amounts are included in Other assets in our consolidated balance sheets. The following table details the effect of our derivative financial instruments on our consolidated statements of operations (amounts in thousands): Schedule of Table Details Effect Derivative Financial Instrument Three Months Ended June 30, Six Months Ended June 30, Interest Rate Derivative Location of Gain (Loss) 2024 2023 2024 2023 (unaudited) (unaudited) (unaudited) (unaudited) Interest rate caps Other (expense) income $ (60 ) $ 209 $ (87 ) $ 209

Members_ Capital

Members’ Capital	6 Months Ended
	Jun. 30, 2024
Equity [Abstract]
Members’ Capital	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, and 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 During the three months ended June 30, 2024 and 2023, we issued zero 43,403 9,304 43,403 3,631,703 3,622,399 100,000 one 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 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. Basic and Diluted Loss Per Class A Unit For the three months ended June 30, 2024 and 2023, the basic and diluted weighted-average units outstanding were 3,631,703 3,526,511 4.7 4.1 1.30 1.16 For the six months ended June 30, 2024 and 2023, the basic and diluted weighted-average units outstanding were 3,631,617 3,524,988 8.7 6.9 2.40 1.95

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 11 – Commitments and Contingencies As of June 30, 2024, we were not subject to any material litigation nor were we aware of any material litigation threatened against us. In connection with the development of our investment at 1000 First Avenue North, St. Petersburg, Florida (“1000 First”) and 1991 Main, 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 June 30, 2024, we have an aggregate unfunded commitment of $ 109.1 24.5 13.7

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Note 12 – Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring after the balance sheet date through the date the consolidated financial statements were issued require potential adjustment to or disclosure in the 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. Through the date of this Form 10-Q, we drew down an additional $ 6.5 million on the 1991 Main Construction Loan. On August 8, 2024, additional phases of our 1991 Main development project, totaling approximately $ 37

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	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”) for interim financial information, and Article 8 of Regulation S-X of the rules and regulations of the SEC. 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, 2024, and for the three and six months ended June 30, 2024 and 2023, 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, 2023 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 consolidated financial statements reflect all of our accounts, including those of our controlled subsidiaries. The portion of members’ capital 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 June 30, 2024 and December 31, 2023, respectively (amounts in thousands): Schedule of Carrying Value Net Assets June 30, 2024 December 31, 2023 (unaudited) Assets Real estate Land $ 31,454 $ 26,059 Building and improvements 116,833 12,953 Furniture, fixtures and equipment 660 — Intangible assets 6,174 6,816 Real estate under construction 262,408 290,627 Total real estate 417,529 336,455 Accumulated depreciation and amortization (2,175 ) (2,161 ) Real estate, net 415,354 334,294 Cash and cash equivalents 2,973 8,204 Other assets 16,789 7,841 Total assets $ 435,116 $ 350,339 Liabilities Debt, net $ 119,905 $ 19,678 Due to affiliates 2,459 7,292 Lease liabilities 23 25 Accounts payable 19,100 12,374 Accrued expenses and other liabilities 9,910 8,595 Total liabilities $ 151,397 $ 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	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 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.
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 consolidated financial statements and the accompanying notes. Actual results could materially differ from those estimates.
Impairment of Long-Lived Assets	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.
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 consolidated statements of cash flows (amounts in thousands): Schedule of Restricted Cash and Cash Equivalents June 30, 2024 December 31, 2023 (unaudited) Cash and cash equivalents $ 24,740 $ 20,125 Restricted cash (1) 10,430 3,460 Total cash and cash equivalents and restricted cash $ 35,170 $ 23,585 (1) Restricted cash is included within Other assets on our consolidated balance sheets.
Liquidity	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 our construction and development costs. Economic uncertainty, fluctuating interest rates, 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 and beyond.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, S gment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In March 2024, the SEC adopted final rules under Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Schedule of Carrying Value Net Assets	The following table presents the financial data of the consolidated VIEs included in the consolidated balance sheets as of June 30, 2024 and December 31, 2023, respectively (amounts in thousands): Schedule of Carrying Value Net Assets June 30, 2024 December 31, 2023 (unaudited) Assets Real estate Land $ 31,454 $ 26,059 Building and improvements 116,833 12,953 Furniture, fixtures and equipment 660 — Intangible assets 6,174 6,816 Real estate under construction 262,408 290,627 Total real estate 417,529 336,455 Accumulated depreciation and amortization (2,175 ) (2,161 ) Real estate, net 415,354 334,294 Cash and cash equivalents 2,973 8,204 Other assets 16,789 7,841 Total assets $ 435,116 $ 350,339 Liabilities Debt, net $ 119,905 $ 19,678 Due to affiliates 2,459 7,292 Lease liabilities 23 25 Accounts payable 19,100 12,374 Accrued expenses and other liabilities 9,910 8,595 Total liabilities $ 151,397 $ 47,964
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 consolidated statements of cash flows (amounts in thousands): Schedule of Restricted Cash and Cash Equivalents June 30, 2024 December 31, 2023 (unaudited) Cash and cash equivalents $ 24,740 $ 20,125 Restricted cash (1) 10,430 3,460 Total cash and cash equivalents and restricted cash $ 35,170 $ 23,585 (1) Restricted cash is included within Other assets on our consolidated balance sheets.

Leases (Tables)

Leases (Tables)	6 Months Ended
	Jun. 30, 2024
Leases
Schedule of Components of Lease Revenues	The following table summarizes the components of lease revenues (amounts in thousands): Schedule of Components of Lease Revenues 2024 2023 2024 2023 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (unaudited) (unaudited) (unaudited) (unaudited) Fixed lease revenues $ 261 $ 266 $ 502 $ 532 Variable lease revenues (1) 137 67 261 148 Lease revenues (2) (3) $ 398 $ 333 $ 763 $ 680 (1) Includes reimbursements for property taxes, insurance, and common area maintenance services. (2) Excludes lease intangible amortization of less than $ 0.1 0.4 0.1 0.6 (3) Excludes straight-line rent of less than $ 0.1 0.1 0.1 0.1

Related Party Arrangements (Tab

Related Party Arrangements (Tables)	6 Months Ended
	Jun. 30, 2024
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 with such parties (amounts in thousands): Schedule of Non Cash Activity to Related Party Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (unaudited) (unaudited) (unaudited) (unaudited) Amounts included in the Consolidated Statements of Operations Costs incurred by our Manager and its affiliates (1) $ 638 $ 657 $ 1,427 $ 1,327 Management fees (2) 678 668 1,365 1,328 Insurance (3) 329 102 490 208 Director compensation 20 20 40 40 Costs and expenses related parties $ 1,665 $ 1,447 $ 3,322 $ 2,903 Capitalized costs included in the Consolidated Balance Sheets Development fee and reimbursements $ 803 $ 3,211 $ 1,881 $ 4,188 Insurance (3) 1,358 473 1,922 990 Other capitalized costs $ 2,161 $ 3,684 $ 3,803 $ 5,178 (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 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 on the consolidated balance sheets and are amortized monthly to either Property expenses on the consolidated statements of operations or Real estate under construction on the consolidated balance sheets as further described below.
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, 2024 December 31, 2023 (unaudited) Due to affiliates Management fees $ 2,730 $ 1,365 Development fees 1,646 6,129 Employee cost sharing and reimbursements (1) 1,196 2,856 Insurance 195 — Director compensation 20 20 Due to affiliates $ 5,787 $ 10,370 (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, 2024
Real Estate [Abstract]
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, 2024 December 31, 2023 (unaudited) Beginning balance $ 291,130 $ 133,898 Placed into service (109,935 ) — Capitalized costs (1) (2) 80,077 155,969 Capitalized interest 2,161 387 Impairment charges (3) (777 ) (4,060 ) Land held for development (4) — 4,936 Ending balance $ 262,656 $ 291,130 (1) Includes development fees and employee reimbursement expenditures. See “Note 4 – Related Party Arrangements” for additional details regarding our transactions with related parties. (2) 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 $ 2.6 3.4 (3) Impairment charges during six months ended June 30, 2024 and the year ended December 31, 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) Includes the acquisition of land located in Sarasota, Florida during the year ended December 31, 2023.

Intangible Assets and Liabili_2

Intangible Assets and Liabilities (Tables)	6 Months Ended
	Jun. 30, 2024
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, 2024 December 31, 2023 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 $ 2,871 $ (1,128 ) $ 1,743 $ 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 $ (1,128 ) $ 7,402 $ 9,172 $ (1,699 ) $ 7,473 Finite-Lived Intangible Liabilities Below-market leases $ (1,743 ) $ 475 $ (1,268 ) $ (2,100 ) $ 776 $ (1,324 ) Total intangible liabilities $ (1,743 ) $ 475 $ (1,268 ) $ (2,100 ) $ 776 $ (1,324 )

Debt, Net (Tables)

Debt, Net (Tables)	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
Schedule of Debt, Net	The following table details our Debt, net (dollars in thousands): Schedule of Debt, Net Indebtedness Interest Rate Maturity Date Total Commitment June 30, 2024 December 31, 2023 Carrying Value as of Indebtedness Interest Rate Maturity Date Total Commitment June 30, 2024 December 31, 2023 (unaudited) Fixed rate loans: 1991 Main Mezzanine Loan (1) (3) 13.00 % May 2027 $ 56,378 $ 43,260 $ — 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 71,716 23,076 1000 First Construction Loan (5) SOFR + 3.80 % June 2027 $ 104,000 — — Total debt 124,976 23,076 Unamortized debt issuance costs (6) (3,350 ) (2,239 ) Unamortized debt discount (6) (1,721 ) (1,159 ) Debt, net $ 119,905 $ 19,678 (1) Loan contains a one-year extension option, subject to certain restrictions. (2) 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 June 30, 2024 , the Reserves balance was $ 13.1 (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 8.51 (5) 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 7.55 (6) Amounts as of June 30, 2024 exclude unamortized debt issuance costs and unamortized debt discounts of $ 1.5 1.1
Schedule of Future Principal Payments	The following table summarizes the scheduled future principal payments under our debt arrangements as of June 30, 2024 (amounts in thousands): Schedule of Future Principal Payments Year ended December 31, (unaudited) 2024 (remainder) $ — 2025 10,000 2026 — 2027 114,976 2028 — Thereafter — Total $ 124,976

Fair Value of Financial Instr_2

Fair Value of Financial Instruments (Tables)	6 Months Ended
	Jun. 30, 2024
Fair Value Disclosures [Abstract]
Schedule of Carrying Value and Estimated Fair Value	The following table sets forth the carrying value and estimated fair value of our debt arrangements as of June 30, 2024 and December 31, 2023, respectively (amounts in thousands): Schedule of Carrying Value and Estimated Fair Value June 30, 2024 December 31, 2023 Level Carrying Value (1) Fair Value (2) Carrying Value (1) Fair Value (2) (unaudited) (unaudited) Total indebtedness 2 $ 119,905 $ 124,976 $ 19,678 $ 19,678 (1) Amounts disclosed are net of unamortized debt issuance costs and debt discounts. (2) The fair value of our indebtedness as of June 30, 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. The fair value of our debt as of December 31, 2023 approximated its carrying value.

Derivative Instruments (Tables)

Derivative Instruments (Tables)	6 Months Ended
	Jun. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of Table Derivative Financial Instrument	The following table details our derivative financial instruments as of June 30, 2024 (amounts in thousands): Schedule of Table Derivative Financial Instrument Interest Rate Derivative Notional Amount Strike Price Maturity Date Interest rate cap $ 112,514 5.07 % July 2024 Interest rate cap $ 104,000 6.25 % July 2025
Schedule of Fair Value of Our Derivative Financial Instruments	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 (1) Interest Rate Derivative June 30, 2024 December 31, 2023 (unaudited) Interest rate caps $ 12 $ 93 (1) Amounts are included in Other assets in our consolidated balance sheets.
Schedule of Table Details Effect Derivative Financial Instrument	The following table details the effect of our derivative financial instruments on our consolidated statements of operations (amounts in thousands): Schedule of Table Details Effect Derivative Financial Instrument Three Months Ended June 30, Six Months Ended June 30, Interest Rate Derivative Location of Gain (Loss) 2024 2023 2024 2023 (unaudited) (unaudited) (unaudited) (unaudited) Interest rate caps Other (expense) income $ (60 ) $ 209 $ (87 ) $ 209

Organization, Business Purpos_2

Organization, Business Purpose and Capitalization (Details Narrative) - USD ($)			3 Months Ended
	May 09, 2023	Sep. 30, 2021	Mar. 31, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 03, 2024
Initial public offering			$ 711,000	$ 3,844,000
Dealer Manager [Member] | Maximum [Member]
Payments for commissions percentage	0.25%
Selling Group Members [Member] | Maximum [Member]
Payments for commissions percentage	4.50%
Selling Group Members [Member] | Minimum [Member]
Payments for commissions percentage	0.25%
Common Class A [Member]
Offering price per share						$ 99.59
Common Class A [Member] | Follow On Offering [Member]
Initial public offering	$ 750,000,000
Common Class A [Member] | Primary Offering [Member]
Proceeds from initial public offering		$ 750,000,000
Outstanding units unsold of initial public offering					$ 514,013,330

Schedule of Carrying Value Net

Schedule of Carrying Value Net Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Real estate
Land	$ 44,135	$ 38,741
Building and improvements	121,819	17,939
Furniture, fixtures and equipment	660
Intangible assets	8,530	9,172
Real estate under construction	262,656	291,130
Accumulated depreciation and amortization	(3,642)	(3,441)
Real estate, net	434,158	353,541
Cash and cash equivalents	24,740	20,125
Other assets	17,257	8,451
Total assets	476,155	382,117
Liabilities
Debt, net	119,905	19,678
Accounts payable	19,153	12,584
Accrued expenses and other liabilities	10,542	9,097
Total liabilities	159,255	57,053
Variable Interest Entity
Real estate
Land	31,454	26,059
Building and improvements	116,833	12,953
Furniture, fixtures and equipment	660
Intangible assets	6,174	6,816
Real estate under construction	262,408	290,627
Total real estate	417,529	336,455
Accumulated depreciation and amortization	(2,175)	(2,161)
Real estate, net	415,354	334,294
Cash and cash equivalents	2,973	8,204
Other assets	16,789	7,841
Total assets	435,116	350,339
Liabilities
Debt, net	119,905	19,678
Due to affiliates	2,459	7,292
Lease liabilities	23	25
Accounts payable	19,100	12,374
Accrued expenses and other liabilities	9,910	8,595
Total liabilities	$ 151,397	$ 47,964

Schedule of Restricted Cash and

Schedule of Restricted Cash and Cash Equivalents (Details) - USD ($) $ in Thousands		Jun. 30, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Cash and cash equivalents		$ 24,740	$ 20,125
Restricted cash	[1]	10,430	3,460
Total cash and cash equivalents and restricted cash		$ 35,170	$ 23,585
[1]Restricted cash is included within Other assets on our consolidated balance sheets.

Schedule of Components of Lease

Schedule of Components of Lease Revenues (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Leases
Fixed lease revenues		$ 261	$ 266	$ 502	$ 532
Variable lease revenues	[1]	137	67	261	148
Lease revenues	[2],[3]	$ 398	$ 333	$ 763	$ 680
[1]Includes reimbursements for property taxes, insurance, and common area maintenance services.[2]Excludes lease intangible amortization of less than $ 0.1 0.4 0.1 0.6 0.1 0.1 0.1 0.1

Schedule of Components of Lea_2

Schedule of Components of Lease Revenues (Details) (Parenthetical) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Lease intangible amortization	$ 0.1	$ 0.4	$ 0.1	$ 0.6
Maximum [Member] | Straight Line Rent [Member]
Straight line rent adjustment	$ 0.1	$ 0.1	$ 0.1	$ 0.1

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, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Costs and expenses related parties		$ 1,665	$ 1,447	$ 3,322	$ 2,903
Other capitalized costs		2,161	3,684	3,803	5,178
Manager and Affliates [Member]
Costs and expenses related parties	[1]	638	657	1,427	1,327
Management Fees [Member]
Costs and expenses related parties	[2]	678	668	1,365	1,328
Insurance [Member]
Costs and expenses related parties	[3]	329	102	490	208
Other capitalized costs	[3]	1,358	473	1,922	990
Director Compensation [Member]
Costs and expenses related parties		20	20	40	40
Development Fee And Reimbursements [Member]
Other capitalized costs		$ 803	$ 3,211	$ 1,881	$ 4,188
[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 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 on the consolidated balance sheets and are amortized monthly to either Property expenses on the consolidated statements of operations or Real estate under construction on the consolidated balance sheets as further described below.

Schedule of Due to Related Part

Schedule of Due to Related Party (Details) - USD ($) $ in Thousands		Jun. 30, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Due to affiliates		$ 5,787	$ 10,370
Management Fees [Member] | Related Party [Member]
Related Party Transaction [Line Items]
Due to affiliates		2,730	1,365
Development Fees [Member] | Related Party [Member]
Related Party Transaction [Line Items]
Due to affiliates		1,646	6,129
Employee Cost Sharing and Reimbursements [Member] | Related Party [Member]
Related Party Transaction [Line Items]
Due to affiliates	[1]	1,196	2,856
Insurance [Member] | Related Party [Member]
Related Party Transaction [Line Items]
Due to affiliates		195
Director Compensation [Member] | Related Party [Member]
Related Party Transaction [Line Items]
Due to affiliates		$ 20	$ 20
[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		12 Months Ended
	May 16, 2024	Feb. 08, 2024	Dec. 29, 2023	Apr. 25, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Operating expenses					$ 5,133	$ 5,059	$ 9,566	$ 8,360
Asset management fee					700	700	1,400	1,300
Development costs					700	2,900	1,600	3,600
Due to affiliate current and noncurrent					5,787		5,787		$ 10,370
General and administrative expense					1,176	1,216	2,746	2,987
Development fee percentage				55%
Development budget fee percentage				4.50%
Development fees outstanding and payable							$ 400		400
Acquisition fee percentage							1.50%
Real estate insurance					1,700	2,300	$ 1,900	2,400
Insurance commission					200	200	200	200
General and Administrative Expense [Member]
Related Party Transaction [Line Items]
General and administrative expense					100	100	200	200
Development Manager [Member]
Related Party Transaction [Line Items]
Development costs					100	200	300	500
Reimbursement expense					200	300	500	700
Affiliated Entity [Member]
Related Party Transaction [Line Items]
Employee reimbursement expenditure					600		600		1,300
Development Fees [Member] | Related Party [Member]
Related Party Transaction [Line Items]
Due to affiliate current and noncurrent					1,646		$ 1,646		$ 6,129
Management Agreement [Member]
Related Party Transaction [Line Items]
Property management fee, percent fee							0.75%
Belpointe Development Holding LLC [Member]
Related Party Transaction [Line Items]
Borrowing amount	$ 3,000
Annual rate	5%
Debt instrument annual principal payment					2,600		$ 2,600
Lacoff Holding II LLC [Member]
Related Party Transaction [Line Items]
Borrowing amount			$ 4,000
Maturity date			Apr. 01, 2024
Promissory note interest rate			5.26%
Increase decrease in accrued interest receivable net		$ 100
Manager and Affliates [Member]
Related Party Transaction [Line Items]
Operating expenses					$ 500	$ 600	$ 1,200	$ 1,300

Schedule of Real Estate Under C

Schedule of Real Estate Under Construction (Details) - USD ($) $ in Thousands		6 Months Ended	12 Months Ended
		Jun. 30, 2024	Dec. 31, 2023
Real Estate [Abstract]
Beginning balance		$ 291,130	$ 133,898
Placed into service		(109,935)
Capitalized costs	[1],[2]	80,077	155,969
Capitalized interest		2,161	387
Impairment charges	[3]	(777)	(4,060)
Land held for development	[4]		4,936
Ending balance		$ 262,656	$ 291,130
[1]Includes development fees and employee reimbursement expenditures. See “Note 4 – Related Party Arrangements” for additional details regarding our transactions with related parties.[2]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 $ 2.6 3.4

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, 2024	Dec. 31, 2023
Real Estate [Abstract]
Direct and indirect project costs	$ 2.6	$ 3.4

Real Estate, Net (Details Narra

Real Estate, Net (Details Narrative) - USD ($) $ in Millions	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Depreciation expense	$ 0.6	$ 0.2	$ 0.8	$ 0.4
Real Estate [Member]
Non cash investing activity			16.2		$ 27.6
Unpaid development fees			1		6.1
Unpaid employee cost sharing and reimbursements			$ 0.4		$ 1.3

Schedule of Intangible Assets A

Schedule of Intangible Assets And Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount, finite lived intangible assets	$ 8,530	$ 9,172
Total intangible assets, Gross	8,530	9,172
Total intangible assets, Accumulated amortization	(1,128)	(1,699)
Total intangible assets, Net	7,402	7,473
Accumulated amortization, finite lived intangible liabilities	475	776
Net carrying amount, finite lived intangible liabilities	(1,268)	(1,324)
Gross carrying amount, finite lived intangible liabilities	(1,743)	(2,100)
Net carrying amount, finite lived intangible liabilities	(1,268)	(1,324)
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
In-place Leases [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount, finite lived intangible assets	2,871	3,513
Accumulated amortization, finite lived intangible assets	(1,128)	(1,699)
Net carrying amount, finite lived intangible assets	1,743	1,814
Below-market Leases [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount, finite lived intangible liabilities	(1,743)	(2,100)
Accumulated amortization, finite lived intangible liabilities	475	776
Net carrying amount, finite lived intangible liabilities	$ (1,268)	$ (1,324)

Intangible Assets and Liabili_3

Intangible Assets and Liabilities (Details Narrative) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
In-place Leases [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 0.1	$ 0.5	$ 0.1	$ 0.8
Below-market Leases [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 0.1	$ 0.4	$ 0.1	$ 0.6

Schedule of Debt, Net (Details)

Schedule of Debt, Net (Details) - USD ($) $ in Thousands		6 Months Ended
		Jun. 30, 2024	Dec. 31, 2023
Short-Term Debt [Line Items]
Total debt		$ 124,976	$ 23,076
Unamortized debt issuance costs	[1]	(3,350)	(2,239)
Unamortized debt discount	[1]	(1,721)	(1,159)
Debt, net		$ 119,905	19,678
1991 Main Mezzanine Loan [Member]
Short-Term Debt [Line Items]
Interest Rate	[2],[3]	13%
Maturity Date	[2],[3]	May 2027
Total commitment	[2],[3]	$ 56,378
900 8th Land Loan [Member]
Short-Term Debt [Line Items]
Interest Rate	[4]	9.50%
Maturity Date	[4]	June 2025
1991 Main Construction Loan Agreement [Member]
Short-Term Debt [Line Items]
Interest Rate	[2],[5]	3.45%
Maturity Date	[2],[5]	May 2027
Total commitment	[2],[5]	$ 130,000
1000 First Construction Loan [Member]
Short-Term Debt [Line Items]
Interest Rate	[6]	3.80%
Maturity Date	[6]	June 2027
Total commitment	[6]	$ 104,000
Unamortized debt issuance costs		(1,500)
Unamortized debt discount		(1,100)
1991 Main Mezzanine Loan [Member]
Short-Term Debt [Line Items]
Total debt	[2],[3]	43,260
900 8th Land Loan [Member]
Short-Term Debt [Line Items]
Total debt	[4]	10,000
Nineteen Ninety One Main Construction Loan [Member]
Short-Term Debt [Line Items]
Total debt	[2],[5]	71,716	23,076
1000 First Construction Loan [Member]
Short-Term Debt [Line Items]
Total debt	[6]
[1]Amounts as of June 30, 2024 exclude unamortized debt issuance costs and unamortized debt discounts of $ 1.5 1.1 13.1 3.45 8.51 3.80 7.55

Schedule of Debt Net (Details)

Schedule of Debt Net (Details) (Parenthetical) - USD ($) $ in Thousands		Jun. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Unamortized debt issuance costs	[1]	$ 3,350	$ 2,239
Unamortized debt discount	[1]	1,721	$ 1,159
1991 Main Mezzanine Loan [Member]
Debt Instrument [Line Items]
Reserves		$ 13,100
Interest Rate	[2],[3]	13%
1991 Main Construction Loan Agreement [Member]
Debt Instrument [Line Items]
Interest Rate	[2],[4]	3.45%
1991 Main Construction Loan Agreement [Member] | Minimum [Member]
Debt Instrument [Line Items]
Interest rate		8.51%
1000 First Construction Loan [Member]
Debt Instrument [Line Items]
Interest Rate	[5]	3.80%
Unamortized debt issuance costs		$ 1,500
Unamortized debt discount		$ 1,100
1000 First Construction Loan [Member] | Minimum [Member]
Debt Instrument [Line Items]
Interest rate		7.55%
[1]Amounts as of June 30, 2024 exclude unamortized debt issuance costs and unamortized debt discounts of $ 1.5 1.1 13.1 3.45 8.51 3.80 7.55

Schedule of Future Principal Pa

Schedule of Future Principal Payments (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
2024 (remainder)
2025	10,000
2026
2027	114,976
2028
Thereafter
Total	$ 124,976	$ 23,076

Debt, Net (Details Narrative)

Debt, Net (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 26, 2024	Jan. 31, 2024	May 12, 2023
Debt Instrument [Line Items]
Interest paid, net of capitalized interest			$ 1,800,000	$ 0
Amortization of deferred financing costs	$ 400,000	$ 100,000	800,000	100,000
Captitalized amortization costs	$ 200,000	$ 100,000	$ 500,000	$ 100,000
Debt instrument convenants description			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.
Maximum [Member] | 1000 First Construction Loan [Member]
Debt Instrument [Line Items]
Mezzanine loan					$ 104,000,000
Maximum [Member] | 900 8th Land Loan [Member]
Debt Instrument [Line Items]
Mezzanine loan					$ 10,000,000
Maximum [Member] | 1991 Main Mezzanine Loan [Member]
Debt Instrument [Line Items]
Mezzanine loan						$ 56,400,000
Maximum [Member] | 1991 Main Construction Loan Agreement [Member]
Debt Instrument [Line Items]
Construction loan							$ 130,000,000

Schedule of Carrying Value and

Schedule of Carrying Value and Estimated Fair Value (Details) - Fair Value, Inputs, Level 2 [Member] - USD ($) $ in Thousands		Jun. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carring Value	[1]	$ 119,905	$ 19,678
Fair Value	[2]	$ 124,976	$ 19,678
[1]Amounts disclosed are net of unamortized debt issuance costs and debt discounts.[2]The fair value of our indebtedness as of June 30, 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. The fair value of our debt as of December 31, 2023 approximated its carrying value.

Schedule of Table Derivative Fi

Schedule of Table Derivative Financial Instrument (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Interest Rate Cap One [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional amount	$ 112,514
Strike rate	5.07%
Maturity date	July 2024
Interest Rate Cap Two [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional amount	$ 104,000
Strike rate	6.25%
Maturity date	July 2025

Schedule of Fair Value of Our D

Schedule of Fair Value of Our Derivative Financial Instruments (Details) - USD ($) $ in Thousands		Jun. 30, 2024	Dec. 31, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Interest rate caps	[1]	$ 12	$ 93
[1]Amounts are included in Other assets in our consolidated balance sheets.

Schedule of Table Details Effec

Schedule of Table Details Effect Derivative Financial Instrument (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Derivative Instruments, Gain (Loss) [Line Items]
Derivative gain (loss)			$ (87)	$ 209
Interest Rate Cap [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative gain (loss)	$ (60)	$ 209	$ (87)	$ 209

Members_ Capital (Details Narra

Members’ Capital (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Class of Stock [Line Items]
Weighted average units outstanding, basic	3,631,703	3,526,511	3,631,617	3,524,988
Weighted average units outstanding, diluted	3,631,703	3,526,511	3,631,617	3,524,988
Net loss	$ 4,720	$ 4,080	$ 8,701	$ 6,890
Loss per basic	$ 1.30	$ 1.16	$ 2.40	$ 1.95
Loss per diluted	$ 1.30	$ 1.16	$ 2.40	$ 1.95
Common Class A [Member]
Class of Stock [Line Items]
Common stock, shares authorized unlimited			Unlimited		Unlimited
Stock issued during period shares new issues	0	43,403	9,304	43,403
Common stock shares, issued	3,631,703		3,631,703		3,622,399
Common stock shares, outstanding	3,631,703		3,631,703		3,622,399
Weighted average units outstanding, basic	3,631,703	3,526,511	3,631,617	3,524,988
Weighted average units outstanding, diluted	3,631,703	3,526,511	3,631,617	3,524,988
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
Dividends rate percentage			5%
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) - Construction Management Agreement [Member] $ in Millions	Jun. 30, 2024 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Other commitment	$ 109.1
Accounts payable	24.5
Retainage payable	$ 13.7

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($) $ in Thousands			6 Months Ended	12 Months Ended
		Aug. 08, 2024	Jun. 30, 2024	Dec. 31, 2023
Subsequent Event [Line Items]
Long-Term Debt, Gross			$ 124,976	$ 23,076
Capitalized costs	[1],[2]		$ 80,077	$ 155,969
1991 Main Construction Loan Agreement [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Long-Term Debt, Gross		$ 6,500
Capitalized costs		$ 37,000
[1]Includes development fees and employee reimbursement expenditures. See “Note 4 – Related Party Arrangements” for additional details regarding our transactions with related parties.[2]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 $ 2.6 3.4