v3.25.2
Stockholders' Equity
 6 Months Ended
Jun. 30, 2025
Equity [Abstract]  
Stockholders' Equity Stockholders’ Equity    
Authorized Capital
As of May 22, 2024, the Company was authorized to issue 0.1 million shares of common stock, par value $0.001 per share. On March 27, 2025, the Company amended it Articles of Incorporation, pursuant to which the Company is authorized to issue 3.2 billion shares, consisting of 3.1 billion shares of common stock, par value of $0.001 per share, 500 million shares of common stock classified as Class I common stock and 100.0 million shares of preferred stock, par value of $0.001 per share.
Effective April 1, 2025, the Company supplemented its Articles of Incorporation to classify 100 million of its common shares as Class F common stock, 400 million of its common shares as Class F-D common stock, 400 million of its common shares as Class F-S common stock, 100 million of its common shares as Class G common stock, 400 million of its common shares as Class G-D common stock, 400 million of its common shares as Class G-S common stock and 200 million of its common shares as Class E common stock.
The Company has commenced a continuous private offering, pursuant to which it offers and sells to a limited number of investors various classes of its common shares. The classes of common shares may have different upfront selling commissions, dealer manager fees and ongoing stockholder servicing fees, as well as different management fees and performance participation allocations. The initial per share purchase price for shares of the Company’s common shares in the offering was equal to the most recently determined NAV per share for the applicable class (which was deemed to be $25.00 until the last calendar day of the month during which the Company makes its first investment, which was April 1, 2025) plus applicable upfront selling commissions and dealer manager fees. Thereafter, the purchase price per share for each class of our common shares varies and will generally equal the prior month’s NAV per share for each applicable class, as calculated monthly, plus applicable upfront selling commissions and dealer manager fees.
Common Shares
On April 1, 2025 the Company completed its first closing of its private offering of common shares.
The table below summarizes changes in the Company’s outstanding common shares and proceeds from the issuance of common shares for the three months ended June 30, 2025:
Common SharesCommon Shares
Class G		Common Shares
Class G-D		Common Shares
Class G-S		Total
Shares outstanding at March 31, 202540———40
Common shares issued—1,770,6751,230,562168,5003,169,737
Shares outstanding at June 30, 2025401,770,6751,230,562168,5003,169,777
Proceeds from issuance of common shares
   (in thousands)
$1 $44,356 $30,765 $4,212 $79,334 
The table below summarizes changes in the Company’s outstanding common shares and proceeds from the issuance of common shares for the six months ended June 30, 2025:
Common SharesCommon Shares
Class G		Common Shares
Class G-D		Common Shares
Class G-S		Total
Shares outstanding at December 31, 202440———40
Common shares issued—1,770,6751,230,562168,5003,169,737
Shares outstanding at June 30, 2025401,770,6751,230,562168,5003,169,777
Proceeds from issuance of common shares
   (in thousands)
$1 $44,356 $30,765 $4,212 $79,334 
There were no outstanding common shares at June 30, 2024.
Share Repurchase Plan
The Company has adopted a share repurchase plan whereby stockholders may request on a quarterly basis that the Company repurchase all or any portion of their shares. However, the share repurchase plan is discretionary and the Company is not obligated to repurchase any shares and may choose to repurchase only some, or even none, of the shares that have been requested to be repurchased in any particular calendar quarter. In addition, the Company’s ability to fulfill repurchase requests is subject to a number of limitations, including whether there is sufficient cash available to meet such requests. As a result, share repurchases may not be available each calendar quarter. Repurchases will be made at the transaction price in effect on the repurchase date, except that shares that have not been outstanding for at least one year will be repurchased at 95% of the transaction price (an “Early Repurchase Deduction”). The one-year holding period is measured as of the first calendar day immediately following the prospective repurchase date. The Early Repurchase Deduction will not apply to shares acquired through the Company’s distribution reinvestment plan (“DRIP”).
The aggregate NAV of total repurchases of common stock (excluding any Early Repurchase Deduction) is limited to no more than 5% of the aggregate NAV per calendar quarter (measured using the aggregate NAV as of the end of the immediately preceding month). Shares issued to the Adviser pursuant to the Advisory Agreement are not subject to these repurchase limitations.
In the event that the Company determines to repurchase some but not all of the shares submitted for repurchase during any calendar quarter under the share repurchase plan, shares repurchased at the end of the calendar quarter will be repurchased on a pro rata basis. All unsatisfied repurchase requests must be resubmitted after the start of the next calendar quarter, or upon the recommencement of the share repurchase plan, as applicable.
Under the share repurchase plan, the Board may make exceptions to, amend, suspend (including indefinitely) or terminate the share repurchase plan at any time if it deems such action to be in the Company’s best interest and the best interests of the stockholders.
The Company may fund repurchase requests from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, return of capital or offering proceeds, and there are no limits on the amounts the Company may pay from such sources. Should repurchase requests, in the Company’s judgment, place an undue burden on its liquidity, adversely affect the Company’s operations or risk having an adverse impact on the Company as a whole, or should the Company otherwise determine that investing its liquid assets in real estate or other investments rather than repurchasing its shares is in the best interests of the Company as a whole, then the Company may choose to repurchase fewer shares than have been requested to be repurchased, or none at all.
For the three and six months ended June 30, 2025, the Company did not receive any repurchase requests.
Distribution Reinvestment Plan
The Company has adopted a distribution reinvestment plan whereby stockholders will have their cash distributions automatically reinvested in additional shares of common stock unless they elect to receive their distributions in cash. The per share purchase price for shares purchased under the distribution reinvestment plan is equal to the transaction price at the time the distribution is payable.
Distributions
The following table details the aggregate distributions declared for the Company’s common shares for both the three and six months ended June 30, 2025:
Common Shares
Class G		Common Shares
Class G-D		Common Shares
Class G-S
Aggregate gross distribution declared per common share$0.1667 $0.1667 $0.1667 
Stockholder servicing fee per common share$— $(0.0060)$(0.0178)
Net distributions declared per common share$0.1667 $0.1607 $0.1489 
The Company did not declare a distribution during the three and six months ended June 30, 2024.