RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS |
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Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS |
Related-Party Ownership As of June 30, 2026, the Sponsor owned 1,789,649 Class I shares and 25,119 Class IX shares and effectively owned 15.6% of the Company. As of December 31, 2025, the Sponsor owned 1,766,132 Class I shares and 24,787 Class IX shares and effectively owned 14.7% of the Company. Due from Affiliates Due from affiliates balance as of June 30, 2026 primarily included commissions reimbursement receivable of $61,436, marketing fee reimbursement receivable of $19,103 and reimbursable costs of $53,928. Due from affiliates as of December 31, 2025 primarily included commissions reimbursement receivable of $61,436, marketing fee reimbursement receivable of $19,103, and reimbursable costs of $23,391 paid by the Company on behalf of the Datacom JV. Related-Party Transactions The following details the amounts incurred by the Company related to the Company’s Advisor (“SWIFA”) and affiliates, including SCD, and the Sponsor, for the three and six months ended June 30, 2026 and 2025; as well as amounts payable as of June 30, 2026 and December 31, 2025:
Organization and Offering Fees The Company reimbursed the Advisor and its affiliates for organization and offering expenses it incurred on the Company’s behalf, but only to the extent the reimbursement would not cause the selling commissions, dealer manager fees, distribution and servicing fees, and other organization and offering expenses to exceed 15% of the gross proceeds of each of the Company’s offerings. There were no organization and offering fees incurred and paid by the Advisor and its affiliates on the Company’s behalf for the three and six months ended June 30, 2026. For the three and six months ended June 30, 2025, the Company incurred approximately $351,007 and $1,456,946, respectively, in offering costs which were paid by the Advisor on the Company’s behalf. The related party payable associated with these costs as of June 30, 2026 and December 31, 2025 are disclosed in the table above in the “Related Party Transactions” section. With respect to the 15% cap on these expenses the Company has accumulated $10,314,332 and $10,203,747 of organization and offering expenses inception to date which represents approximately 6.03% and 5.97% of gross offering proceeds raised as of June 30, 2026 and December 31, 2025, respectively. Offering costs are charged to equity as incurred. Selling Commissions, Dealer Manager Fees, and Stockholder Servicing Fees During the Public Offering, which terminated on April 30, 2026, the Company incurred selling commissions, dealer manager fees, and stockholder servicing fees in connection with the sale of certain classes of shares that were payable to SCD. SCD may reallow all or a portion of the dealer manager fee it receives to participating broker-dealers. Selling commissions, dealer manager fees, and stockholder servicing fees were charged to shareholders’ equity as incurred. Asset Management Fees The Company pays the Advisor a management fee in connection with the management of its assets in an amount equal to 1.25% of the aggregate purchase price of acquired assets, excluding any debt, or the net purchase price, per annum payable monthly, provided, however, after the Company determines its initial NAV, such management fee will equal 1.25% of the NAV per annum payable monthly. Additionally, to the extent that the Operating Partnership issues OP Units to parties other than the Company, the Operating Partnership will pay the Advisor a management fee equal to 0.75% of the net purchase price or NAV, as applicable, of the Operating Partnership attributable to such OP Units not held by the Company, per annum payable monthly. The management fee may be paid, at the Advisor’s election, in cash, Class I shares, or Class I OP units of the Operating Partnership. To the extent that the Advisor elects to receive any portion of its management fee in Class I shares or Class I OP units of Operating Partnership, the Company may repurchase such Class I shares or Class I OP units of the Operating Partnership from the Advisor at a later date. In the event the Advisor Agreement is terminated or its term expires without renewal, the Advisor will be entitled to receive its prorated management fee through the date of termination. The Advisor Agreement expires on August 18, 2026, unless further renewed by the Board. Asset management fees were $335,833 and $365,855 for the three months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026 and 2025, asset management fees were $686,342 and $733,342, respectively. On September 24, 2025, the Advisor agreed to waive accrued, unpaid management fees otherwise payable to the Advisor in the amount of $1,439,000 for services provided during the period from September 1, 2024 through August 31, 2025. The Company reclassified this accrued management fee to equity as a deemed contribution. Asset management fees payable, which were included within due to affiliates on the consolidated balance sheets, were $336,154 and $549,457 as of June 30, 2026 and December 31, 2025, respectively. To further support the Company’s position and enhance the potential amounts available for distribution to stockholders, the Advisor agreed to defer the asset management fees and property management fees (as discussed below) that accrue and would otherwise be payable by the Company to the Advisor and/or its affiliates beginning on April 30, 2026, until such time as determined by the Advisor, in its sole discretion. All or part of such fees will be payable in the sole discretion of our Advisor, as applicable, upon prior notice to the Company. Property Management Fees Strategic Wireless Infrastructure Property Management Company, LLC (the “Property Manager”) is a wholly owned entity of the Sponsor and is an affiliate of the Advisor, that provides services to us in connection with the leasing, operation and management of our assets. In connection with these services, the Company pays the Property Manager and its affiliates aggregate fees of up to 3.0% of gross revenues from the assets managed. The Company may reimburse our Property Manager and its affiliates for asset-level expenses that any of them pay or incur on our behalf, including salaries, bonuses and benefits of persons employed by the Property Manager and its affiliates except for the salaries, bonuses and benefits of persons who also serve as one of the Advisor’s executive officers. The Property Manager and its affiliates may subcontract the performance of their duties to third parties and pay all or a portion of the property management fee to the third parties with whom they contract for these services. Under the property management agreement, the Company may pay the Property Manager a separate fee in connection with leasing assets to new tenants or renewals or expansions of existing contracts with existing tenants in an amount not to exceed the fee customarily charged in arm’s-length transactions by others rendering similar services in the same geographic area for similar assets. Notwithstanding the foregoing, the Advisor and its affiliates may be entitled to receive higher fees if the Property Manager demonstrates to the satisfaction of a majority of our directors (including a majority of the independent directors) that a higher competitive fee is justified for the services rendered. For the three and six months ended June 30, 2026, the Company incurred $8,679 and $21,210, respectively, in property management fees related to the two data centers. There were no management fees incurred during the three and six months ended June 30, 2025. Expense Support Agreement and Contingent Promissory Note The Company entered into the Amended and Restated Expense Support Agreement with our Operating Partnership and the Advisor on August 12, 2025 (as amended, the “Expense Support Agreement”). Pursuant to the Expense Support Agreement, the Advisor agreed to defer certain fees and fund certain of our expenses, subject to the terms of the Expense Support Agreement. The Advisor is entitled to reimbursement of fees that it had deferred and expenses that it had paid, subject to certain conditions being met. Pursuant to the Expense Support Agreement, the Advisor could incur maximum aggregate expense payments of $10,000,000, which we refer to as the expense payment limit. The Company would be obligated to reimburse the Advisor for any expense support payments it receives over a period up to four years, if the cumulative Company operations exceed the cumulative distributions to stockholders and unit holders. Organization and offering costs are not included as expenses subject to the Expense Support Agreement but instead are subject to the terms of the advisory agreement by and among the Operating Partnership, the Company and Advisor, dated August 18, 2023 (as amended, the “Advisory Agreement”). During the three and six months ended June 30, 2026 and 2025, the Company did not receive any expense support payments from the Advisor. Effective February 10, 2025, the Company has a non-interest bearing promissory note due from the Advisor, and guaranteed by HMC Capital Limited, in favor of the Company for reimbursement to the Company of any portion of the $13,459,476 of recoverable offering costs and operating expenses pursuant to the Expense Support Agreement and the Advisory Agreement (together, the “Agreements”) of the Company that is not recognized within the and -year periods in which such amounts were originally incurred. In the event of the liquidation of the Company, the remaining unamortized amounts, if any, would be repaid by the Advisor to the Company. The $13,459,476 will not be recognized as a receivable on the Company’s consolidated financial statements, as the settlement of any unamortized balance of such amount payable by the Advisor to the Company is contingent upon the occurrence of certain future events outside the control of the Company pursuant to the terms of the Agreements. Performance Participation Allocation As a special limited partner of the Operating Partnership, the Advisor holds a performance participation interest in the Operating Partnership, entitling the Advisor to receive an allocation of the Operating Partnership’s total return. The annual total return will be allocated solely to the Advisor only after the other unitholders have received a total return of 5% (after recouping any loss carryforward amount) and such allocation will continue until the allocation between the Advisor and all other unitholders is equal to 12.5% and 87.5%, respectively. Thereafter, the Advisor will receive an allocation of 12.5% of the annual total return. Total return is defined as all distributions accrued or paid (without duplication) on the OP Units outstanding at the end of such period since the beginning of the then-current calendar year, plus (ii) the change in aggregate Net Asset Value (as defined in the Operating Partnership’s limited partnership agreement) of such units since the beginning of the year, before giving effect to (a) changes resulting solely from the proceeds of issuances of OP Units, (b) any allocation/accrual to the performance participation interest, and (c) applicable stockholder servicing fee expenses (including any payments made to the Company for payment of such expenses). The Advisor will also be allocated a performance participation with respect to all OP Units that are repurchased at the end of any month (in connection with repurchases of the shares in the Company’s share repurchase program) in an amount calculated as described above with the relevant period being the portion of the year for which such unit was outstanding, and proceeds for any such unit repurchase will be reduced by the amount of any such performance participation. Distributions of performance participation paid on the special limited partnership interest may be payable to the Advisor in cash or Class I OP Units at the election of the Advisor. The Advisor would not be obligated to return any portion of performance participation paid for an annual period based on the Operating Partnership’s subsequent performance. In the event the Advisory Agreement is terminated, the Advisor would be allocated any accrued performance participation with respect to all OP Units as of the date of such termination. For the three and six months ended June 30, 2026, there was no performance participation allocation expense recognized by the Company as the required return was not met. For the three and six months ended June 30, 2025, the Company recognized $0 and $165,100, respectively, in performance participation allocation expenses. Operating Expenses and Reimbursements The Company may reimburse the Advisor’s costs of providing administrative services, including personnel and related employment costs, and expenses related to financing services (except with respect to acquisition and disposition services or asset management services for which the Advisor receives separate fees). The Company did not reimburse the Advisor for any operating expenses during the three months ended June 30, 2026 and 2025. The Company reimbursed the Advisor for $929,250 and $0 of operating expenses during the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026 and December 31, 2025, the Company owed $253,338 and $978,015, respectively, to the Advisor in operating expenses and reimbursement obligations. |
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