Subsequent Events	9 Months Ended
Sep. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 12. Subsequent Events Changes to our Offering and Certain Agreements On October 4, 2023, we filed a Post-Effective Amendment to our Registration Statement to register two new classes of common stock (Class Y shares and Class Z shares) with the SEC. On November 1, 2023, the amendment to our Registration Statement became effective with the SEC. Also, on November 1, 2023, we filed articles supplementary to our Charter which reclassified 200,000,000 Class T shares as Class Y shares and 70,000,000 Class A shares as Class Z shares. Effective as of November 1, 2023, we are offering Class Y shares and Class Z shares in our Primary Offering for $9.30 per share and are offering Class A shares, Class P shares, Class T shares, Class W shares, Class Y shares and Class Z shares pursuant to our distribution reinvestment plan for $9.30 per share. Also, on November 1, 2023, we amended certain agreements and executed certain additional agreements in connection with these changes to our Public Offering. The following agreements were amended: Dealer Manager Agreement On October 17, 2023, with an effective date of November 1, 2023, the Company and the Dealer Manager entered into Amendment No. 2 to the Dealer Manager Agreement and Participating Dealer Agreement (“Amendment No. 2 to the Dealer Manager Agreement”), in order to, among other things, describe the fees paid by the Company to the Dealer Manager with respect to the sale of Class Y shares and the Class Z shares. Pursuant to Amendment No. 2 to the Dealer Manager Agreement, the Company will pay the Dealer Manager upfront sales commissions in the amount of 3.0% of the gross proceeds of the Class Y shares sold and dealer manager fees in the amount of 3.0% of the gross proceeds of the Class Y shares sold in the Primary Offering. However, as described below, the Sponsor has agreed to fund the payment of all upfront sales commissions and dealer manager fees, subject to the limitations described in “Sponsor Funding Agreement” below. In addition, the Company has agreed to pay the Dealer Manager a monthly stockholder servicing fee that will accrue daily in an amount equal to 1/365th of 1.0% of the purchase price per share of Class T shares and Class Y shares sold in the Primary Offering, and a monthly dealer managing servicing fee that will accrue daily in an amount equal to 1/365th of 0.5% of the purchase price per share of Class W shares and Class Z shares sold in the Primary Offering. The Company will cease paying the stockholder servicing fee on any Class T share and Class Y share on the earlier of: (i) the date the Company lists its shares on a national securities exchange, merges or consolidates with or into another entity, or sells or disposes of all or substantially all of its assets, (ii) the date at which the aggregate underwriting compensation from all sources equals 10.0% of the gross proceeds from the sale of Class A shares, Class T shares, Class W shares, Class Y shares, and Class Z shares in the Primary Offering (i.e., excluding proceeds from sales pursuant to the DRP), which calculation shall be made by the Company with the assistance of the Dealer Manager commencing after the termination of the Primary Offering, (iii) with respect to a particular Class T share or Class Y share, the third anniversary of the issuance of the share; and (iv) the date that such Class T share or Class Y share is redeemed or is no longer outstanding. The Company will cease paying the dealer manager servicing fee on any Class W share and Class Z share on the earlier of (i) the date the Company lists its shares on a national securities exchange, merge or consolidate with or into another entity, or sell or dispose of all or substantially all of our assets, (ii) the date at which the aggregate underwriting compensation from all sources equals 10.0% of the gross proceeds from the sale of Class A shares, Class T shares, Class W shares, Class Y shares, and Class Z shares in the Primary Offering (i.e., excluding proceeds from sales pursuant to the DRP), which calculation shall be made by the Company with the assistance of the Dealer Manager commencing after the termination of the Primary Offering, (iii) the end of the month in which the aggregate underwriting compensation paid in the Primary Offering with respect to Class W shares and Class Z shares, comprised of the dealer manager servicing fees and the dealer manager support set forth in the Dealer Manager Agreement, equals 9.0% of the gross proceeds from the sale of Class W shares and Class Z shares in the Primary Offering (i.e., excluding proceeds from sales pursuant to the DRP), which calculation shall be made by the Company with the assistance of the Dealer Manager commencing after the termination of the Primary Offering, and (iv) the date that such Class W share or Class Z share is redeemed or is no longer outstanding. Operating Partnership Agreement On November 1, 2023, the Company entered into Amendment No. 3 to the Second Amended and Restated Limited Partnership Agreement (“Amendment No. 3 to the Operating Partnership Agreement”) of the Operating Partnership, in order to (i) establish two new classes of partnership units, Class Y partnership units and Class Z partnership units and provide that Class Y partnership units will be issued in connection with the Company’s contribution of net proceeds from the sale of Class Y shares and Class Z partnership units will be issued in connection with the Company’s contribution of net proceeds from the sale of Class Z shares; (ii) clarify any special allocations to classes of partnership units, including reduction of distributions on Class Y partnership units to pay the stockholder servicing fee with respect to the Class Y shares and reduction of distributions on Class Z partnership units to pay the dealer manager servicing fee with respect to the Class Z shares; and (iii) create Series C Subordinated Convertible Units of limited partnership interest in the Operating Partnership (the “Series C Units”) having economic terms and designations, powers, preferences, rights and restrictions as set forth in Amendment No. 3 to the Operating Partnership Agreement. The Series C Units shall initially have no distribution, voting, liquidation, or other rights to participate in the Operating Partnership unless and until such Series C Units are converted into Class A Units of limited partnership interest in the Operating Partnership (the “Class A Units”). The Series C Units shall automatically convert into Class A Units on a one-to-one basis upon the Company’s disclosure of an estimated net asset value per share equal to at least $10.00 per share for each of the Class A shares, Class P shares, Class T shares, Class W shares, Class Y shares, and Class Z shares calculated net of the value of the Series C Units to be converted. The following new agreement became effective on November 1, 2023: Sponsor Funding Agreement On November 1, 2023, the Company entered into a sponsor funding agreement (the “Sponsor Funding Agreement”) by and among the Company, the Operating Partnership, and the Sponsor pursuant to which the Sponsor has agreed to fund the payment of (i) the upfront 3% sales commission for the sale of Class Y shares, (ii) the upfront 3% dealer manager fee for the Class Y shares, and (iii) the estimated 1% organization and offering expenses for the sale of Class Y shares and Class Z shares. In addition, the Sponsor has agreed to reimburse the Company in cash to cover the dilution from the one-time stock dividends described elsewhere herein. The Sponsor Funding Agreement will terminate immediately upon the date that the Company ceases to offer Class Y shares and Class Z shares in the Primary Offering. In consideration for the Sponsor providing the funding for the front-end sales load described above and the cash to cover the dilution from the stock dividends, the Operating Partnership will issue a number of Series C Units to the Sponsor equal to the dollar amount of such funding divided by the then-current offering price (initially $9.30 per share) for the Class Y shares and Class Z shares sold in the Public Offering. Pursuant to the Sponsor Funding Agreement, the Sponsor shall reimburse the Company monthly within 30 days after the end of each calendar month for the applicable front-end sales load it agreed to fund, and the Operating Partnership shall issue the Series C Units on a monthly basis, effective as of the respective funding date. Amendment and Restatement of Distribution Reinvestment Plan On October 2, 2023, the Company’s board of directors approved the Second Amended and Restated Distribution Reinvestment Plan (the “Second Amended and Restated DRP”) of the Company to include, as eligible participants, stockholders holding Class Y shares and stockholders holding Class Z shares. The Second Amended and Restated DRP will replace the current distribution reinvestment plan. The distribution reinvestment plan was also amended and restated to state that the purchase price for shares pursuant to the Second Amended and Restated DRP shall be $9.30 per share for all classes of shares. The Second Amended and Restated DRP became effective on November 11, 2023. Amendment to the Share Redemption Program On October 2, 2023, the Company’s board of directors approved an amendment to the Company’s share redemption program. Pursuant to the share redemption program, as amended, until the Company establishes a net asset value per share, the redemption price per share will depend on the class of shares purchased and whether such shares were purchased in the Public Offering or the Private Offering, among other factors. For Class A shares, Class T shares, Class W shares, Class Y shares, and Class Z shares, the redemption price per share will be equal to 93% of the net investment amount, which net investment amount will initially be the $9.30 primary offering price, until the Company conducts its first net asset value per share calculation. Thereafter, the redemption price per share will be equal to 93% of the then-current estimated net asset value per share for such class of shares once the Company’s board of directors approves such an estimated net asset value per share. For the Class P shares, the redemption price per share will continue to depend on the length of time such shares have been held, as described further in the Company’s prospectus. Offering Status As of November 6, 2023, in connection with our offerings we have issued approximately 11.1 million Class P shares for gross offering proceeds of approximately $105.5 million, approximately 2.8 million Class A shares for gross offering proceeds of approximately $28.4 million, approximately 4.8 million Class T shares for gross offering proceeds of approximately $47.5 million, approximately 0.6 million Class W shares for gross offering proceeds of approximately $5.9 million and no Class Y and Class Z shares have been issued.

Subsequent Events

9 Months Ended

Sep. 30, 2023

Note 12. Subsequent Events

Changes to our Offering and Certain Agreements

On October 4, 2023, we filed a Post-Effective Amendment to our Registration Statement to register two new classes of common stock (Class Y shares and Class Z shares) with the SEC. On November 1, 2023, the amendment to our Registration Statement became effective with the SEC. Also, on November 1, 2023, we filed articles supplementary to our Charter which reclassified 200,000,000 Class T shares as Class Y shares and 70,000,000 Class A shares as Class Z shares. Effective as of November 1, 2023, we are offering Class Y shares and Class Z shares in our Primary Offering for $9.30 per share and are offering Class A shares, Class P shares, Class T shares, Class W shares, Class Y shares and Class Z shares pursuant to our distribution reinvestment plan for $9.30 per share.

Also, on November 1, 2023, we amended certain agreements and executed certain additional agreements in connection with these changes to our Public Offering. The following agreements were amended:

Dealer Manager Agreement

On October 17, 2023, with an effective date of November 1, 2023, the Company and the Dealer Manager entered into Amendment No. 2 to the Dealer Manager Agreement and Participating Dealer Agreement (“Amendment No. 2 to the Dealer Manager Agreement”), in order to, among other things, describe the fees paid by the Company to the Dealer Manager with respect to the sale of Class Y shares and the Class Z shares. Pursuant to Amendment No. 2 to the Dealer Manager Agreement, the Company will pay the Dealer Manager upfront sales commissions in the amount of 3.0% of the gross proceeds of the Class Y shares sold and dealer manager fees in the amount of 3.0% of the gross proceeds of the Class Y

shares sold in the Primary Offering. However, as described below, the Sponsor has agreed to fund the payment of all upfront sales commissions and dealer manager fees, subject to the limitations described in “Sponsor Funding Agreement” below. In addition, the Company has agreed to pay the Dealer Manager a monthly stockholder servicing fee that will accrue daily in an amount equal to 1/365th of 1.0% of the purchase price per share of Class T shares and Class Y shares sold in the Primary Offering, and a monthly dealer managing servicing fee that will accrue daily in an amount equal to 1/365th of 0.5% of the purchase price per share of Class W shares and Class Z shares sold in the Primary Offering.

The Company will cease paying the stockholder servicing fee on any Class T share and Class Y share on the earlier of: (i) the date the Company lists its shares on a national securities exchange, merges or consolidates with or into another entity, or sells or disposes of all or substantially all of its assets, (ii) the date at which the aggregate underwriting compensation from all sources equals 10.0% of the gross proceeds from the sale of Class A shares, Class T shares, Class W shares, Class Y shares, and Class Z shares in the Primary Offering (i.e., excluding proceeds from sales pursuant to the DRP), which calculation shall be made by the Company with the assistance of the Dealer Manager commencing after the termination of the Primary Offering, (iii) with respect to a particular Class T share or Class Y share, the third anniversary of the issuance of the share; and (iv) the date that such Class T share or Class Y share is redeemed or is no longer outstanding. The Company will cease paying the dealer manager servicing fee on any Class W share and Class Z share on the earlier of (i) the date the Company lists its shares on a national securities exchange, merge or consolidate with or into another entity, or sell or dispose of all or substantially all of our assets, (ii) the date at which the aggregate underwriting compensation from all sources equals 10.0% of the gross proceeds from the sale of Class A shares, Class T shares, Class W shares, Class Y shares, and Class Z shares in the Primary Offering (i.e., excluding proceeds from sales pursuant to the DRP), which calculation shall be made by the Company with the assistance of the Dealer Manager commencing after the termination of the Primary Offering, (iii) the end of the month in which the aggregate underwriting compensation paid in the Primary Offering with respect to Class W shares and Class Z shares, comprised of the dealer manager servicing fees and the dealer manager support set forth in the Dealer Manager Agreement, equals 9.0% of the gross proceeds from the sale of Class W shares and Class Z shares in the Primary Offering (i.e., excluding proceeds from sales pursuant to the DRP), which calculation shall be made by the Company with the assistance of the Dealer Manager commencing after the termination of the Primary Offering, and (iv) the date that such Class W share or Class Z share is redeemed or is no longer outstanding.

Operating Partnership Agreement

On November 1, 2023, the Company entered into Amendment No. 3 to the Second Amended and Restated Limited Partnership Agreement (“Amendment No. 3 to the Operating Partnership Agreement”) of the Operating Partnership, in order to (i) establish two new classes of partnership units, Class Y partnership units and Class Z partnership units and provide that Class Y partnership units will be issued in connection with the Company’s contribution of net proceeds from the sale of Class Y shares and Class Z partnership units will be issued in connection with the Company’s contribution of net proceeds from the sale of Class Z shares; (ii) clarify any special allocations to classes of partnership units, including reduction of distributions on Class Y partnership units to pay the stockholder servicing fee with respect to the Class Y shares and reduction of distributions on Class Z partnership units to pay the dealer manager servicing fee with respect to the Class Z shares; and (iii) create Series C Subordinated Convertible Units of limited partnership interest in the Operating Partnership (the “Series C Units”) having economic terms and designations, powers, preferences, rights and restrictions as set forth in Amendment No. 3 to the Operating Partnership Agreement. The Series C Units shall initially have no distribution, voting, liquidation, or other rights to participate in the Operating Partnership unless and until such Series C Units are converted into Class A Units of limited partnership interest in the Operating Partnership (the “Class A Units”). The Series C Units shall automatically convert into Class A Units on a one-to-one basis upon the Company’s disclosure of an estimated net asset value per share equal to at least $10.00 per share for each of the Class A shares, Class P shares, Class T shares, Class W shares, Class Y shares, and Class Z shares calculated net of the value of the Series C Units to be converted.

The following new agreement became effective on November 1, 2023:

Sponsor Funding Agreement

On November 1, 2023, the Company entered into a sponsor funding agreement (the “Sponsor Funding Agreement”) by and among the Company, the Operating Partnership, and the Sponsor pursuant to which the Sponsor has agreed to fund the payment of (i) the upfront 3% sales commission for the sale of Class Y shares, (ii) the upfront 3% dealer manager fee for the Class Y shares, and (iii) the estimated 1% organization and offering expenses for the sale of Class Y shares and Class Z

shares. In addition, the Sponsor has agreed to reimburse the Company in cash to cover the dilution from the one-time stock dividends described elsewhere herein. The Sponsor Funding Agreement will terminate immediately upon the date that the Company ceases to offer Class Y shares and Class Z shares in the Primary Offering.

In consideration for the Sponsor providing the funding for the front-end sales load described above and the cash to cover the dilution from the stock dividends, the Operating Partnership will issue a number of Series C Units to the Sponsor equal to the dollar amount of such funding divided by the then-current offering price (initially $9.30 per share) for the Class Y shares and Class Z shares sold in the Public Offering. Pursuant to the Sponsor Funding Agreement, the Sponsor shall reimburse the Company monthly within 30 days after the end of each calendar month for the applicable front-end sales load it agreed to fund, and the Operating Partnership shall issue the Series C Units on a monthly basis, effective as of the respective funding date.

Amendment and Restatement of Distribution Reinvestment Plan

On October 2, 2023, the Company’s board of directors approved the Second Amended and Restated Distribution Reinvestment Plan (the “Second Amended and Restated DRP”) of the Company to include, as eligible participants, stockholders holding Class Y shares and stockholders holding Class Z shares. The Second Amended and Restated DRP will replace the current distribution reinvestment plan. The distribution reinvestment plan was also amended and restated to state that the purchase price for shares pursuant to the Second Amended and Restated DRP shall be $9.30 per share for all classes of shares. The Second Amended and Restated DRP became effective on November 11, 2023.

Amendment to the Share Redemption Program

On October 2, 2023, the Company’s board of directors approved an amendment to the Company’s share redemption program. Pursuant to the share redemption program, as amended, until the Company establishes a net asset value per share, the redemption price per share will depend on the class of shares purchased and whether such shares were purchased in the Public Offering or the Private Offering, among other factors. For Class A shares, Class T shares, Class W shares, Class Y shares, and Class Z shares, the redemption price per share will be equal to 93% of the net investment amount, which net investment amount will initially be the $9.30 primary offering price, until the Company conducts its first net asset value per share calculation. Thereafter, the redemption price per share will be equal to 93% of the then-current estimated net asset value per share for such class of shares once the Company’s board of directors approves such an estimated net asset value per share. For the Class P shares, the redemption price per share will continue to depend on the length of time such shares have been held, as described further in the Company’s prospectus.

Offering Status

As of November 6, 2023, in connection with our offerings we have issued approximately 11.1 million Class P shares for gross offering proceeds of approximately $105.5 million, approximately 2.8 million Class A shares for gross offering proceeds of approximately $28.4 million, approximately 4.8 million Class T shares for gross offering proceeds of approximately $47.5 million, approximately 0.6 million Class W shares for gross offering proceeds of approximately $5.9 million and no Class Y and Class Z shares have been issued.