Casoro Capital Partners

The success of the Company depends almost exclusively on the abilities of its current management team. If any key individual resigned, died, or became ill, the Company and its investors could suffer materially.

“Reliance on Management: The success of the Company depends almost exclusively on the abilities of its current management team. If any of these individuals resigned, died, or became ill, the Company and its Investors could suffer.”

Despite intending to be taxed as a REIT, the Company had not yet qualified as a REIT for federal tax purposes for the two most recent fiscal years reported (2020 and 2021), meaning it filed as a regular corporation during those periods.

“For the years ended December 31, 2021 and 2020, the Company has not qualified as a REIT and thus has not filed as a REIT.”

The Company has invested exclusively in projects sponsored by Casoro Capital Partners (the Sponsor), and all Project Entities pay additional fees to the Sponsor and affiliates on top of the fees paid by the Company directly. The Manager is also wholly-owned by the Sponsor, creating layered conflicts. Additionally, because the NAV of the Company includes its interest in the Project Entities, the Manager is effectively paid twice on the same underlying asset value.

“NOTE: Project Entities in which the Company invests might also pay a fee to the Manager, the Sponsor, or an affiliated entity based on net asset value. Because the net asset value of the Company will include the Company's interest in the Project Entity, the Manager or the Sponsor will in a sense being paid twice for the same asset value.”

The Company has invested only in Sponsor-sponsored projects to date and expects this to continue, raising a conflict of interest as Sponsor-directed projects may not be the best available investment opportunities.

“The Company will Invest Primarily in the Sponsor's Projects: To date, the Company has invested primarily in projects sponsored by the Sponsor. We expect that will continue in the future. These projects will not necessarily be the best projects available.”

The Sponsor manages multiple real estate funds and may establish new ones, creating potential conflicts in allocating attractive real estate opportunities between the Company and other Sponsor-managed funds. Management team time is also divided among multiple projects and unrelated business interests.

“Our Sponsor operates other real estate funds and might establish new real estate funds in the future. Where the Manager identifies an attractive real estate project there could be conflicts whether the project should be acquired by the Company or by one of the other real estate funds.”

The Company is entirely dependent on Casoro Capital, LLC and its affiliates for asset management, acquisitions, dispositions, accounting, investor relations, and capital formation. If those affiliates were unable to provide services, the Company would need to find alternative providers.

“Under various agreements, the Company has engaged or will engage Casoro Capital, LLC and its affiliates to provide certain services that are essential to the Company, including asset management services, asset acquisition and disposition decisions, the sale of the Company's common shares available for issue, as well as other administrative responsibilities for the Company including accounting services and investor relations. As a result of these relationships, the Company is dependent upon Casoro Capital, LLC and its affiliates.”