Subsequent Events	12 Months Ended
Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 11. Subsequent Events Acquisition of Edmonton Property On January 31, 2023, we, through an indirect, wholly-owned subsidiary of our Operating Partnership, acquired a self storage facility located in Edmonton, Alberta, Canada (the “Edmonton Property”) from an unaffiliated third party. The purchase price for the Edmonton Property was approximately CAD $15.0 million, plus closing costs and an acquisition fee, which was funded by proceeds from a draw on the SmartStop Delayed Draw Mezzanine Loan. SmartStop Delayed Draw Mezzanine Loan On January 31, 2023, in connection with the acquisition of the Edmonton Property, we drew $15.0 million on the SmartStop Delayed Draw Mezzanine Loan. Our Operating Partnership serves as a non-recourse guarantor with respect to the SmartStop Delayed Draw Mezzanine Loan. Acquisition of North York Property On January 31, 2023, we, through an indirect, wholly-owned subsidiary of our Operating Partnership, acquired a self storage facility located in North York, Ontario, Canada (the “North York Property”) from an unaffiliated third party. The purchase price for the North York Property was approximately CAD $50.5 million, plus closing costs and an acquisition fee. We funded such acquisition with a combination of proceeds from our Primary Offering, the National Bank of Canada Loan - North York, as described below, and the Preferred Investment, as described below. National Bank of Canada Loan - North York On January 31, 2023, in connection with the acquisition of the property in North York, Ontario (the “North York Property”), we, through a special purpose entity formed to acquire and hold the North York Property, entered into a term loan with National Bank of Canada (the “National Bank of Canada Loan - North York”) for CAD $25.0 million, which is secured by a deed of trust on the North York Property. Under the terms of the loan agreement (the “North York Loan Agreement”) the interest rate is equal to the one month Canadian Dollar Offered Rate ("CDOR"), plus 2.40%. In addition, we entered into an interest rate swap agreement with a notional amount of CAD $25.0 million, whereby the CDOR is fixed at 3.79% through the maturity of the loan. The Loan also has an initial term of two years, maturing on January 31, 2025. The Loan is interest-only for the first year, payable monthly, and payments of principal and interest, calculated using a 25 year amortization, are due monthly after. The North York Loan Agreement contains a debt service coverage ratio covenant and Debt Service Reserve Account as defined in the North York Loan Agreement. The North York Loan Agreement also contains customary affirmative, negative and financial covenants, agreements, representations, warranties and borrowing conditions, and events of default. We serve as full recourse guarantor with respect to the National Bank of Canada Loan - North York. Issuance of Preferred Units of Our Operating Partnership On January 30, 2023, we, the Operating Partnership, and an affiliate of our Sponsor (the “Preferred Investor”) entered into a Series A Cumulative Redeemable Preferred Unit Purchase Agreement (the “Preferred Unit Purchase Agreement”) pursuant to which the Operating Partnership issued and sold to the Preferred Investor, and the Preferred Investor purchased 600,000 Series A Cumulative Redeemable Preferred Units of Limited Partnership Interest (the “Preferred Units”) at a liquidation preference of $25.00 per unit (the “Liquidation Amount”) in consideration for the Preferred Investor making a capital contribution to the Operating Partnership in an amount of $15 million (the “Preferred Investment”). The proceeds of the Preferred Investment were used to partially fund the acquisition of the North York Property. In connection with the Preferred Investment, we paid the Preferred Investor an investment fee equal to $150,000. Amendment to our Operating Partnership Agreement On January 30, 2023, in connection with the Preferred Investment, we and the Operating Partnership entered into Amendment No. 1 to the Second Amended and Restated Limited Partnership Agreement of the Operating Partnership (the “Amendment”) with the Preferred Investor, to establish a series of preferred units of limited partnership interest of the Operating Partnership which shall be designated the “Series A Cumulative Redeemable Preferred Units.” The Amendment sets forth the key terms of the Preferred Units which are summarized below. Distribution Rate The Preferred Units will receive current distributions (the “Current Distributions”) at a rate of 7.0% per annum on the Liquidation Amount until the second anniversary of the date of issuance, 8.0% per annum commencing thereafter until the third anniversary of the date of issuance, 9.0% per annum commencing thereafter until the fourth anniversary of the date of issuance, and 10% per annum thereafter, payable monthly and calculated on an actual/360 basis. Redemptions; Repurchases The Preferred Units may be redeemed by the Operating Partnership, in whole or in part, at the option of the Operating Partnership at any time or from time to time following the second anniversary of the initial date of issuance. The redemption price for the Preferred Units will be equal to the sum of the Liquidation Amount plus all accumulated and unpaid distributions thereon to the date of redemption (the “Redemption Price”). If fewer than all of the outstanding Preferred Units are to be redeemed at the option of the Operating Partnership, the Preferred Units to be redeemed will be determined pro rata or by lot or in such other manner as determined by us, as the general partner of the Operating Partnership. A holder of Preferred Units may require the Operating Partnership to repurchase the Preferred Units upon the occurrence of any of the following (each an “Optional Repurchase Event” and as defined within the Amendment): (A) a breach of any of the Protective Provisions; (B) an Event of Default; (C) a Change of Control that has not been consented to in accordance with the terms of the Amendment; or (D) our failure to qualify as a REIT under the Internal Revenue Code (the “Code”). The repurchase price for the Preferred Units will be the Redemption Price. Covenants The Amendment contains a number of covenants applicable to us and the Operating Partnership, including, but not limited to, certain covenants that require that distributions on the Preferred Units be given priority over other disbursements, including distributions on Common Units and certain redemptions of our shares of common stock, each under the circumstances outlined further in the Amendment. Events of Default The occurrence of any of the following shall constitute an Event of Default under the Amendment: (i) a material default in the performance of, or material breach of any covenant, warranty or other agreement contained in the Second Amended and Restated Limited Partnership Agreement, the Amendment or the Unit Purchase Agreement by us or the Operating Partnership, as applicable, and the continuance of such default or breach for a period of 10 business days after written notice is given to us and the Operating Partnership; (b) an Event of Bankruptcy as to us, the Operating Partnership or any of our or its subsidiaries that has not been consented to in advance by the holders of the Preferred Units; (c) any breach or default or event of default that occurs under any instrument, agreement or indenture pertaining to any indebtedness of us or the Operating Partnership or any of our or its subsidiaries aggregating more than $5 million, the effect of which is to cause an acceleration, mandatory redemption or other required repurchase of such indebtedness or such indebtedness is otherwise declared to be due and payable or required to be prepaid, redeemed, or otherwise repurchased by us or the Operating Partnership or any such subsidiary prior to maturity thereof; and (d) our failure to qualify as a REIT under the Code. Protective Provisions Pursuant to the terms of the Amendment, we, the Operating Partnership and our and its subsidiaries are prohibited from undertaking the following activities while the Preferred Units are outstanding without first obtaining the prior written consent of the holders of a majority of the Preferred Units then outstanding (capitalized terms are as defined in the Amendment): • authorizing or issuing additional (1) preferred stock or units that are equal to or senior to the Preferred Units with respect to certain rights and preferences, or (2) junior stock or units that interferes with the rights of the Preferred Units or interferes in any way with our management or the management of the Operating Partnership; • altering the terms of (1) the Amendment or the Unit Purchase Agreement, or (2) our organizational documents or the organizational documents of the Operating Partnership, or any of our or its respective subsidiaries, to the extent the amendment would reasonably be expected to adversely affect the Preferred Units or the holders of the Preferred Units; • in the case of the Operating Partnership, redeeming, repurchasing or acquiring junior equity securities, and in the case of us, our subsidiaries, and subsidiaries of the Operating Partnership, redeeming any equity securities, other than (1) redemptions pursuant to our share redemption program, (2) redemptions of units of limited partner interest of the Operating Partnership in exchange for shares of our common stock; • engaging in a Change of Control; • commencing or suffering to exist an Event of Bankruptcy as to us, the Operating Partnership, or any of our or its respective subsidiaries; • paying any distributions, other than a distribution made on a regular monthly basis consistent with past practice on (1) in the case of the Operating Partnership, Common Units or other equity securities that rank, as to distributions and upon liquidation, junior to the Preferred Units, and (2) in the case of us, our subsidiaries, or a subsidiary of the Operating Partnership, shares of common stock or common equity securities or other equity securities that rank, as to distributions and upon liquidation, junior to such entity’s shares of preferred stock or preferred equity securities; provided, however, that the foregoing shall not prohibit special distributions that are necessary to preserve our status as a REIT under the Code; and • engaging in a recapitalization, reorganization, merger, unit or stock split, statutory unit or stock exchange, sale of all or substantially all of such entity’s assets, tender offer for all or substantially all of its Common Units, shares of common stock or other common equity securities, as the case may be, or other similar transaction. Acquisition of Bradenton Expansion Land On February 16, 2023, we, through an indirect, wholly-owned subsidiary of our Operating Partnership, acquired a parcel of land adjacent to our property in Bradenton, Florida (the “Bradenton Expansion Land”) from an unaffiliated third party. The purchase price for the Bradenton Expansion Land was approximately $1.4 million, plus closing costs and an acquisition fee, which was funded by proceeds from our Primary Offering. It is intended we expand our current self storage property on the Bradenton Expansion Land. Acquisition of Dorval Property On February 21, 2023, we (through our subsidiaries) and SmartCentres Real Estate Investment Trust (“SmartCentres”) (through its subsidiaries) acquired a tract of land located in Dorval, Quebec (the “Dorval Land”) from an unaffiliated third party. The Dorval Land is owned by a limited partnership in which we (through our subsidiaries) and SmartCentres (through its subsidiaries) are each a 50% limited partner and each have an equal ranking general partner. At closing, we (through our subsidiaries) subscribed for 50% of the units of the limited partnership at an agreed upon subscription price of approximately CAD $3.0 million, representing a contribution equivalent to 50% of the purchase price of the Dorval Land. The contribution was funded with proceeds from our Primary Offering. We expect that the limited partnership will develop the Dorval Land and build a self storage facility (the “Dorval Property”). The project is expected to be funded with debt proceeds. Offering Status As of March 17, 2023, in connection with our offerings we have issued approximately 10.9 million Class P shares for gross offering proceeds of approximately $104.0 million, approximately 2.0 million Class A shares for gross offering proceeds of approximately $20.9 million, approximately 3.6 million Class T shares for gross offering proceeds of approximately $36.1 million and approximately 0.4 million Class W shares for gross offering proceeds of approximately $3.5 million.

On January 31, 2023, we, through an indirect, wholly-owned subsidiary of our Operating Partnership, acquired a self storage facility located in Edmonton, Alberta, Canada (the “Edmonton Property”) from an unaffiliated third party. The purchase price for the Edmonton Property was approximately CAD $15.0 million, plus closing costs and an acquisition fee, which was funded by proceeds from a draw on the SmartStop Delayed Draw Mezzanine Loan.

On January 31, 2023, in connection with the acquisition of the Edmonton Property, we drew $15.0 million on the SmartStop Delayed Draw Mezzanine Loan. Our Operating Partnership serves as a non-recourse guarantor with respect to the SmartStop Delayed Draw Mezzanine Loan.

On January 31, 2023, we, through an indirect, wholly-owned subsidiary of our Operating Partnership, acquired a self storage facility located in North York, Ontario, Canada (the “North York Property”) from an unaffiliated third party. The purchase price for the North York Property was approximately CAD $50.5 million, plus closing costs and an acquisition fee. We funded such acquisition with a combination of proceeds from our Primary Offering, the National Bank of Canada Loan - North York, as described below, and the Preferred Investment, as described below.

On January 31, 2023, in connection with the acquisition of the property in North York, Ontario (the “North York Property”), we, through a special purpose entity formed to acquire and hold the North York Property, entered into a term loan with National Bank of Canada (the “National Bank of Canada Loan - North York”) for CAD $25.0 million, which is secured by a deed of trust on the North York Property. Under the terms of the loan agreement (the “North York Loan Agreement”) the interest rate is equal to the one month Canadian Dollar Offered Rate ("CDOR"), plus 2.40%. In addition, we entered into an interest rate swap agreement with a notional amount of CAD $25.0 million, whereby the CDOR is fixed at 3.79% through the maturity of the loan. The Loan also has an initial term of two years, maturing on January 31, 2025. The Loan is interest-only for the first year, payable monthly, and payments of principal and interest, calculated using a 25 year amortization, are due monthly after.

The North York Loan Agreement contains a debt service coverage ratio covenant and Debt Service Reserve Account as defined in the North York Loan Agreement. The North York Loan Agreement also contains customary affirmative, negative and financial covenants, agreements, representations, warranties and borrowing conditions, and events of default. We serve as full recourse guarantor with respect to the National Bank of Canada Loan - North York.

On January 30, 2023, we, the Operating Partnership, and an affiliate of our Sponsor (the “Preferred Investor”) entered into a Series A Cumulative Redeemable Preferred Unit Purchase Agreement (the “Preferred Unit Purchase Agreement”) pursuant to which the Operating Partnership issued and sold to the Preferred Investor, and the Preferred Investor purchased 600,000 Series A Cumulative Redeemable Preferred Units of Limited Partnership Interest (the “Preferred Units”) at a liquidation preference of $25.00 per unit (the “Liquidation Amount”) in consideration for the Preferred Investor making a capital contribution to the Operating Partnership in an amount of $15 million (the “Preferred Investment”). The proceeds of the Preferred Investment were used to partially fund the acquisition of the North York Property. In connection with the Preferred Investment, we paid the Preferred Investor an investment fee equal to $150,000.

On January 30, 2023, in connection with the Preferred Investment, we and the Operating Partnership entered into Amendment No. 1 to the Second Amended and Restated Limited Partnership Agreement of the Operating Partnership (the “Amendment”) with the Preferred Investor, to establish a series of preferred units of limited partnership interest of the Operating Partnership which shall be designated the “Series A Cumulative Redeemable Preferred Units.” The Amendment sets forth the key terms of the Preferred Units which are summarized below.

The Preferred Units will receive current distributions (the “Current Distributions”) at a rate of 7.0% per annum on the Liquidation Amount until the second anniversary of the date of issuance, 8.0% per annum commencing thereafter until the third anniversary of the date of issuance, 9.0% per annum commencing thereafter until the fourth anniversary of the date of issuance, and 10% per annum thereafter, payable monthly and calculated on an actual/360 basis.

The Preferred Units may be redeemed by the Operating Partnership, in whole or in part, at the option of the Operating Partnership at any time or from time to time following the second anniversary of the initial date of issuance. The redemption price for the Preferred Units will be equal to the sum of the Liquidation Amount plus all accumulated and unpaid distributions thereon to the date of redemption (the “Redemption Price”). If fewer than all of the outstanding Preferred Units are to be redeemed at the option of the Operating Partnership, the Preferred Units to be redeemed will be determined pro rata or by lot or in such other manner as determined by us, as the general partner of the Operating Partnership.

A holder of Preferred Units may require the Operating Partnership to repurchase the Preferred Units upon the occurrence of any of the following (each an “Optional Repurchase Event” and as defined within the Amendment): (A) a breach of any of the Protective Provisions; (B) an Event of Default; (C) a Change of Control that has not been consented to in accordance with the terms of the Amendment; or (D) our failure to qualify as a REIT under the Internal Revenue Code (the “Code”). The repurchase price for the Preferred Units will be the Redemption Price.

The Amendment contains a number of covenants applicable to us and the Operating Partnership, including, but not limited to, certain covenants that require that distributions on the Preferred Units be given priority over other disbursements, including distributions on Common Units and certain redemptions of our shares of common stock, each under the circumstances outlined further in the Amendment.

The occurrence of any of the following shall constitute an Event of Default under the Amendment: (i) a material default in the performance of, or material breach of any covenant, warranty or other agreement contained in the Second Amended and Restated Limited Partnership Agreement, the Amendment or the Unit Purchase Agreement by us or the Operating Partnership, as applicable, and the continuance of such default or breach for a period of 10 business days after written notice is given to us and the Operating Partnership; (b) an Event of Bankruptcy as to us, the Operating Partnership or any of our or its subsidiaries that has not been consented to in advance by the holders of the Preferred Units; (c) any breach or default or event of default that occurs under any instrument, agreement or indenture pertaining to any indebtedness of us or the Operating Partnership or any of our or its subsidiaries aggregating more than $5 million, the effect of which is to cause an acceleration, mandatory redemption or other required repurchase of such indebtedness or such indebtedness is otherwise declared to be due and payable or required to be prepaid, redeemed, or otherwise repurchased by us or the Operating Partnership or any such subsidiary prior to maturity thereof; and (d) our failure to qualify as a REIT under the Code.

Pursuant to the terms of the Amendment, we, the Operating Partnership and our and its subsidiaries are prohibited from undertaking the following activities while the Preferred Units are outstanding without first obtaining the prior written consent of the holders of a majority of the Preferred Units then outstanding (capitalized terms are as defined in the Amendment):

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authorizing or issuing additional (1) preferred stock or units that are equal to or senior to the Preferred Units with respect to certain rights and preferences, or (2) junior stock or units that interferes with the rights of the Preferred Units or interferes in any way with our management or the management of the Operating Partnership;

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altering the terms of (1) the Amendment or the Unit Purchase Agreement, or (2) our organizational documents or the organizational documents of the Operating Partnership, or any of our or its respective subsidiaries, to the extent the amendment would reasonably be expected to adversely affect the Preferred Units or the holders of the Preferred Units;

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in the case of the Operating Partnership, redeeming, repurchasing or acquiring junior equity securities, and in the case of us, our subsidiaries, and subsidiaries of the Operating Partnership, redeeming any equity securities, other than (1) redemptions pursuant to our share redemption program, (2) redemptions of units of limited partner interest of the Operating Partnership in exchange for shares of our common stock;

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paying any distributions, other than a distribution made on a regular monthly basis consistent with past practice on (1) in the case of the Operating Partnership, Common Units or other equity securities that rank, as to distributions and upon liquidation, junior to the Preferred Units, and (2) in the case of us, our subsidiaries, or a subsidiary of the Operating Partnership, shares of common stock or common equity securities or other equity securities that rank, as to distributions and upon liquidation, junior to such entity’s shares of preferred stock or preferred equity securities; provided, however, that the foregoing shall not prohibit special distributions that are necessary to preserve our status as a REIT under the Code; and

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engaging in a recapitalization, reorganization, merger, unit or stock split, statutory unit or stock exchange, sale of all or substantially all of such entity’s assets, tender offer for all or substantially all of its Common Units, shares of common stock or other common equity securities, as the case may be, or other similar transaction.

On February 16, 2023, we, through an indirect, wholly-owned subsidiary of our Operating Partnership, acquired a parcel of land adjacent to our property in Bradenton, Florida (the “Bradenton Expansion Land”) from an unaffiliated third party. The purchase price for the Bradenton Expansion Land was approximately $1.4 million, plus closing costs and an acquisition fee, which was funded by proceeds from our Primary Offering. It is intended we expand our current self storage property on the Bradenton Expansion Land.

On February 21, 2023, we (through our subsidiaries) and SmartCentres Real Estate Investment Trust (“SmartCentres”) (through its subsidiaries) acquired a tract of land located in Dorval, Quebec (the “Dorval Land”) from an unaffiliated third party. The Dorval Land is owned by a limited partnership in which we (through our subsidiaries) and SmartCentres (through its subsidiaries) are each a 50% limited partner and each have an equal ranking general partner. At closing, we (through our subsidiaries) subscribed for 50% of the units of the limited partnership at an agreed upon subscription price of approximately CAD $3.0 million, representing a contribution equivalent to 50% of the purchase price of the Dorval Land. The contribution was funded with proceeds from our Primary Offering. We expect that the limited partnership will develop the Dorval Land and build a self storage facility (the “Dorval Property”). The project is expected to be funded with debt proceeds.

As of March 17, 2023, in connection with our offerings we have issued approximately 10.9 million Class P shares for gross offering proceeds of approximately $104.0 million, approximately 2.0 million Class A shares for gross offering proceeds of approximately $20.9 million, approximately 3.6 million Class T shares for gross offering proceeds of approximately $36.1 million and approximately 0.4 million Class W shares for gross offering proceeds of approximately $3.5 million.