SecProbe.io

CORRESP
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filename1.htm

    March 5, 2020

    Vanessa
        J. Schoenthaler

        Direct:
        (212) 899-9781

        Email:
        vschoenthaler@sfgh.com

        230
        Park Avenue, Ste. 908

        New
        York, New York 10169

        Office:
        (212) 899-9780

        www.SFGH.com

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Ronald Alper and Ms. Pam Howell

    Re:

    Belpointe REIT, Inc.

    Post Qualification Amendment to Form 1-A

    Filed February 14, 2020

    File No. 024-10923

Dear Mr. Alper and Ms. Howell:

On behalf
of Belpointe REIT, Inc. (the “Company”), we are submitting this letter in response to a letter, dated March
3, 2020, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to Post Qualification Amendment No.1 (“Amendment No. 1”) to the Company’s Offering Statement
on Form 1-A (File No. 024-10923), filed with the Commission on February 14, 2020 (the “Offering Statement”).

Once the
Company receives further comments or sign-off from the Staff with respect to its proposed revisions to Amendment No. 1, it will
file Post Qualification Amendment No. 2 to the Offering Statement (“Amendment No. 2”) to reflect such revisions.

For your
convenience, we have restated the Staff’s comments in italics, followed by the Company’s response, we have also attached
marked copies of the pages reflecting the proposed revisions to Amendment No. 1 as Exhibit A. Unless otherwise indicated,
page references in the Company’s responses refer to Amendment No. 2. Capitalized terms used but not defined herein have
the meanings given to them in Amendment No. 1.

Post Qualification Amendment
to Form 1-A

Offering Circular Cover Page,
page i

 1. We
                                         note that you now intend to qualify as a REIT on such date as is determined by your board
                                         of directors. Please disclose how the board will make such determination and any factors
                                         that will be considered.

        Mr. Ronald
        Alper and Ms. Pam Howell

        Securities and Exchange Commission

        Division of Corporation Finance

        March 5, 2020

        Page 2

In response to the Staff’s
comment, the Company has revised its disclosure throughout the Amendment No. 2 to clarify that the board will take “into
consideration factors such as the timing of our ability to generate cash flows, our ability to satisfy the various requirements
applicable to REITs and our ability to maintain our status as a qualified opportunity fund” in determining when to qualify
as a REIT.

 General

 2. We
                                         note that the risk factor on page 32 and the company’s bylaws indicate that the
                                         New York Supreme Court in New York, New York (or in some cases, other state or federal
                                         courts in New York) is the exclusive forum for certain disputes between the company and
                                         its stockholders. However, page 93 of the offering circular indicates that the Circuit
                                         Court for Montgomery County, Maryland (or, if that court does not have jurisdiction,
                                         the United States District Court for the District of Maryland, Southern Division) is
                                         the exclusive forum. Please reconcile the disclosure.

In response to the Staff’s
comment, the Company has revised its disclosure on page 94 of Amendment No.2 to reflect that “the New York Supreme Court
in New York, New York (or, if that court does not have jurisdiction, the United States District Court for the Southern District
of New York)” is the exclusive forum for certain disputes between the Company and its stockholders.

 3. We
                                         note that the forum selection provision in your bylaws identifies the New York Supreme
                                         Court in New York, New York, or, if that Court does not have jurisdiction, the United
                                         States Southern District Court for the District of New York, as the exclusive forum
                                         for certain litigation, including any “derivative action.” Please
                                         disclose whether this provision applies to actions arising under the Securities Act or
                                         Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive
                                         federal jurisdiction over all suits brought to enforce any duty or liability created
                                         by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities
                                         Act creates concurrent jurisdiction for federal and state courts over all suits brought
                                         to enforce any duty or liability created by the Securities Act or the rules and regulations
                                         thereunder. If the provision applies to Securities Act claims, please also revise your
                                         prospectus to state that there is uncertainty as to whether a court would enforce such
                                         provision and that investors cannot waive compliance with the federal securities laws
                                         and the rules and

        Mr. Ronald
        Alper and Ms. Pam Howell

        Securities and Exchange Commission

        Division of Corporation Finance

        March 5, 2020

        Page 2

regulations thereunder.
If this provision does not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the exclusive
forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings that
the provision does not apply to any actions arising under the Securities Act or Exchange Act.

In response to the Staff’s
comment, the Company has revised its disclosure on page 94 of Amendment No. 2 to clarify that the portion of the Company’s
forum selection provision designating the New York Supreme Court in New York, New York as the exclusive forum for certain claims
would not apply to claims brought to enforce a duty or liability created by the Exchange Act, but that the portion of the Company’s
forum selection provision designating the United States District Court for the Southern District of New York would apply to any
such claims. The Company has further revised its disclosure to clarify that the forum selection provision does not relieve the
Company of its duties to comply with, and its stockholders cannot waive the Company’s compliance with, the federal securities
laws and the rules and regulations thereunder. Finally, the Company has revised its disclosure to clarify that there is uncertainty
as to whether a court would enforce its forum selection provision.

The Company has similarly
revised its risk factor on pages 33-34 of Amendment No. 2.

Should you
have any questions or if you would like any additional clarification in respect of the Company’s responses, please do not
hesitate to contact me at (212) 899-9781.

Very truly yours,

    SUGAR FELSENTHAL GRAIS & HELSINGER LLP

    /s/ Vanessa Schoenthaler

    Vanessa Schoenthaler

Encl.

cc:	Brandon E. Lacoff, Belpointe
REIT, Inc.

Exhibit
A

Proposed
Revisions to Amendment No. 1

As
submitted to the Securities and Exchange Commission on February 14March
5, 2020

Post-Qualification
Offering Circular Amendment No.21

File
No. 024-10923

OFFERING
CIRCULAR

Belpointe
REIT, Inc.

Sponsored
by Belpointe, LLC

Up to $50,000,000
in Shares of Common Stock

Belpointe
REIT, Inc. (the “Company”) is a recently organized Maryland corporation that will concentrate its early operations
on the identification, acquisition and development or redevelopment of properties located within “qualified opportunity
zones.” At least 90% of our assets will initially consist of qualified opportunity zone property, which will enable us to
be classified as a “qualified opportunity fund.” Because we will be a qualified opportunity fund, certain investors
in our company will be eligible for favorable capital gains tax treatment on their investments. Our initial investments are expected
to consist of properties located in qualified opportunity zones for the construction and/or renovation of multifamily, student
housing, senior living, healthcare, industrial, self-storage, hospitality, mixed-use, data centers and solar projects (collectively,
the “qualified opportunity zone investments”) located throughout the United States and its territories. We anticipate
our future operations will include the acquisition and development or redevelopment of a wide range of commercial properties located
throughout the United States, as well as the acquisition of real estate-related assets, including debt and equity securities issued
by other real estate companies, with the goal of increasing distributions and/or capital appreciation. As of the date of this
offering circular, we have not identified any particular asset to acquire.

Our
Company’s unique real estate investment structure, the “Opportunity Zone REIT,” is expected to disrupt the real
estate investment industry through what the Company believes is a unique combination of economic benefits that will be provided
to our stockholders, consisting of: (1) multiple capital gain tax benefits, (2) dividend income tax benefit, (3) local and state
income tax benefits, (4) no upfront loads or entrance fees, (5) very modest management fees, (6) extremely low carried interest,
(7) quarterly liquidity and (8) low minimum investment, which should result in greater investment returns to our stockholders
than those generated by traditional private real estate funds and other traditional real estate investment trusts (“REIT”).
Our Company will use multiple investment platform structures to deploy its capital, which are anticipated to give us access to
higher quality investment opportunities and better execution of our investment strategies than less diverse investment models
(see “Investment Objectives and Strategy—Joint Venture Investment Platforms”). Our Company and its stockholders
are also expected to greatly benefit from the resources provided by Belpointe, LLC (our “Sponsor”) and its vertically
integrated real estate platform and the experience of its principals.

Set
forth below is an explanation of the benefits that the Company believes distinguishes it from more traditional real estate investment
platforms:

 · Capital
                                         Gain Tax Deferral: Capital gains (short-term or long-term) from the sale of any asset
                                         that are reinvested in shares of our common stock within 180 days following the disposition
                                         of the asset may be excluded from the investor’s gross income until the earlier
                                         of December 31, 2026 or the date the investor sells its shares of our common stock.

 · Capital
                                         Gain Reduction: Investors will also receive a 10% step-up in the basis of the capital
                                         gains that are reinvested in shares of our common stock within 180 days following the
                                         disposition of the asset if those shares are held for five years.

is
an affiliate of our Sponsor. Our Sponsor is a private real estate investment firm that provides investment management services
to a range of institutional, family office and high net worth clients. Since August 1, 2012, our Sponsor has sponsored two commercial
real estate funds that successfully raised over $116 million of equity capital. We intend to qualify as a real estate investment
trust, or REIT, for U.S. federal income tax purposes on such date as determined by our Board of Directors taking
into consideration factors such as the timing of our ability to generate cash flows, our ability to satisfy the various requirements
applicable to REITs and our ability to maintain our status as a qualified opportunity fund.

We
are continuing to offer up to $7,127,400 in shares of our common stock on a “best efforts maximum” basis, which represents
the value of the shares available to be offered as of February 12, 2020 based on the $50,000,000 rolling 12- month maximum offering
amount under Regulation A. Because this is a “best efforts maximum” offering, we are only required to use our best
efforts to sell shares of our common stock. We are offering up to $50,000,000 in shares of our common stock in our offering at
$100.00 per share. The per share purchase price will be adjusted every fiscal quarter as of January 1st, April 1st, July 1st and
October 1st of each year (or as soon as commercially reasonable and announced by us thereafter) and will equal the sum of our
net asset value, or NAV, divided by the number of shares of our common stock outstanding as of the end of the prior fiscal quarter,
rounded to the nearest penny (NAV per share). The minimum investment in shares of our common stock for initial purchases is 100
shares, or $10,000 based on our initial offering price per share, provided that our Manager has the discretion to accept smaller
investments. We expect to offer common stock in this offering until we raise the maximum amount being offered, unless this offering
is terminated by our Manager at an earlier time. Our shares of common stock are quoted for trading on the OTCQX under the symbol
“BELP”. See “Investment Objectives and Strategy—Liquidity Event.”

Shares
of our common stock will be subject to the ownership and transfer limitations in our charter which are intended to assist us in
qualifying and maintaining our qualification as a REIT, including, subject to certain exceptions, a 9.8% ownership limit. See
“Description of our Capital Stock and Certain Provisions of Maryland Law, our Charter and Bylaws—Restrictions on Ownership
of Shares.”

This
offering is intended to qualify as a “Tier 2” offering pursuant to Regulation A promulgated under the Securities Act
of 1933, as amended, or the Securities Act. In preparing this offering circular, we have elected to comply with the applicable
disclosure requirement of Form S-11 under the Securities Act.

Investing
in shares of our common stock is speculative and involves substantial risks. You should purchase these securities only if you
can afford a complete loss of your investment. See “Risk Factors” beginning on page 20 to read about the more significant
risks you should consider before buying shares of our common stock. These risks include the following:

 · We
                                         depend on our Manager to select our investments and conduct our operations. We will pay
                                         fees and expenses to our Manager and its affiliates that were not determined on an arm’s
                                         length basis, and therefore we do not have the benefit of arm’s length negotiations
                                         of the type normally conducted between unrelated parties. These fees increase your risk
                                         of loss.

 · The
                                         tax laws providing the favorable capital gains treatment to certain of our investors
                                         were enacted at the end of 2017 and are untested.

 · We
                                         have