IPC Alternative Real Estate Amends 10-K/A for Audit Clarification

TL;DR

**This 10-K/A is a non-event, just an auditor clarifying their scope; focus on the underlying losses and share dilution, not this technicality.**

AI Summary

IPC Alternative Real Estate Income Trust, Inc. filed a 10-K/A on August 22, 2025, solely to correct an inadvertent omission in PricewaterhouseCoopers LLP's audit report for the fiscal year ended December 31, 2024. The amendment clarifies that PwC did not audit the Company's internal control over financial reporting, as the Company is not required to do so. This correction does not alter the conclusions of the original audit report or any other disclosures. For the year ended December 31, 2024, the Company reported a net loss of $287 thousand, an increase from a net loss of $16 thousand for the period from June 12, 2023, to December 31, 2023. Total equity increased to $4,678 thousand as of December 31, 2024, from $2,651 thousand at December 31, 2023, driven by $2,421 thousand in proceeds from common stock issuance and $143 thousand in equity-based compensation, despite an accumulated deficit of $464 thousand. The Company's investment in its Operating Partnership grew from $2,651 thousand in 2023 to $4,678 thousand in 2024. The weighted average number of common shares outstanding significantly increased to 136,210 in 2024 from 23,215 in 2023.

Why It Matters

This 10-K/A filing is a technical correction, not a substantive change to IPC Alternative Real Estate Income Trust's financial performance, which is crucial for investor confidence. The clarification from PricewaterhouseCoopers LLP regarding the scope of their audit on internal controls ensures regulatory compliance and transparency, which is vital for investors assessing the company's governance. While the amendment itself doesn't impact the financials, the underlying increase in net loss to $287 thousand in 2024 from $16 thousand in 2023, alongside a substantial increase in outstanding shares, indicates a growing, yet still unprofitable, entity. This context is important for investors to understand the company's early-stage growth trajectory and its competitive position in the real estate income trust market.

Risk Assessment

Risk Level: low — The risk level is low because this 10-K/A is a purely administrative amendment to correct an inadvertent omission in the auditor's report, specifically confirming PricewaterhouseCoopers LLP did not audit internal control over financial reporting. The filing explicitly states, "These changes do not in any way change the conclusions expressed by PwC in the original report, or any other disclosure included in the Original Filing." This indicates no material impact on the company's financial position or operational risks.

Analyst Insight

Investors should view this 10-K/A as a non-material administrative update and not a signal for immediate action. Instead, focus on the underlying financial performance, particularly the net loss of $287 thousand in 2024 and the significant increase in outstanding shares, when evaluating the company's long-term prospects.

Key Numbers

• $287K — Net Loss (Increased from $16K in 2023 to $287K in 2024, indicating growing losses.)
• $4.68M — Total Equity (Increased from $2.65M in 2023 to $4.68M in 2024, reflecting capital raises.)
• 136,210 — Weighted Average Shares Outstanding (Increased significantly from 23,215 in 2023, indicating share issuance.)
• $2.42M — Proceeds from Common Stock Issuance (Contributed to equity growth in 2024.)
• $143K — Equity-Based Compensation (Added to equity in 2024.)
• $464K — Accumulated Deficit (Increased from $29K in 2023, reflecting cumulative losses.)

Key Players & Entities

• IPC Alternative Real Estate Income Trust, Inc. (company) — Registrant
• PricewaterhouseCoopers LLP (company) — Auditor
• SEC (regulator) — Securities and Exchange Commission
• Jerry Kyriazis (person) — Chief Financial Officer
• $287 thousand (dollar_amount) — Net loss for the year ended December 31, 2024
• $16 thousand (dollar_amount) — Net loss for the period from June 12, 2023, through December 31, 2023
• $4,678 thousand (dollar_amount) — Total equity as of December 31, 2024
• $2,651 thousand (dollar_amount) — Total equity as of December 31, 2023
• 136,210 (dollar_amount) — Weighted average number of common shares outstanding for the year ended December 31, 2024
• 23,215 (dollar_amount) — Weighted average number of common shares outstanding for the period from June 12, 2023, through December 31, 2023

FAQ

Industry Context

The Company aims to invest in stabilized, income-generating commercial real estate across alternative property types such as self-storage, student housing, and healthcare-related properties. This sector often attracts investors seeking diversification and stable income streams, though it can be sensitive to economic cycles and interest rate fluctuations.

Regulatory Implications

As the Company intends to qualify as a REIT, it must adhere to specific IRS regulations regarding income sources, asset holdings, and distribution requirements. The 10-K/A filing itself highlights the importance of accurate financial reporting and auditor attestations, even for non-material corrections.

What Investors Should Do

1. Monitor progress towards REIT qualification.
2. Analyze the growth drivers of the Operating Partnership.
3. Evaluate the impact of increased share count on future per-share metrics.

Key Dates

• 2023-06-12: Company incorporated and initial capitalization — Marks the official start of the company's operations and its formation as a Maryland corporation.
• 2023-08-24: Advisory Agreement effective — Replaced the Business Management Agreement, establishing the terms for external management by IPC Alternative Real Estate Advisor, LLC.
• 2024-06-27: Third Amended and Restated Operating Partnership Agreement — Governs the structure and operations of the Operating Partnership, which holds the company's assets.
• 2025-08-22: 10-K/A filing — Corrected an omission in the auditor's report regarding internal controls, without altering original audit conclusions.

Glossary

REIT

Real Estate Investment Trust. A company that owns, operates, or finances income-generating real estate. REITs are required to distribute at least 90% of their taxable income to shareholders annually. (The Company intends to qualify as a REIT for U.S. federal income tax purposes for the taxable year ended December 31, 2024, which impacts its tax obligations and operational structure.)

Operating Partnership

A partnership entity through which a REIT typically conducts its business and holds its assets. The REIT is usually the sole general partner. (IPC Alternative Real Estate Income Trust, Inc. conducts substantially all of its business and owns its assets indirectly through its Operating Partnership.)

PCAOB

Public Company Accounting Oversight Board. A nonprofit corporation established by Congress to oversee the audits of public companies in order to protect investors. (The auditor's report confirms that the audit was conducted in accordance with PCAOB standards, ensuring adherence to regulatory audit requirements.)

Accumulated Deficit

The cumulative net losses of a company that have not been offset by net income. (The company has an accumulated deficit of $464 thousand as of December 31, 2024, indicating that cumulative losses have exceeded cumulative profits since inception.)

Year-Over-Year Comparison

The 10-K/A filing primarily served to correct an auditor's report detail regarding internal controls, not impacting the overall financial conclusions. The reported net loss for 2024 ($287K) increased significantly from the prior period ($16K), while total equity saw substantial growth to $4.68M from $2.65M, driven by common stock issuances. The weighted average shares outstanding also saw a dramatic rise, indicating a substantial capital raise activity.

Filing Documents

• ck0001959961-20241231.htm (10-K/A) — 3365KB
• ck0001959961-ex31_1.htm (EX-31.1) — 11KB
• ck0001959961-ex31_2.htm (EX-31.2) — 12KB
• ck0001959961-ex32_1.htm (EX-32.1) — 12KB
• ck0001959961-ex32_2.htm (EX-32.2) — 12KB
• 0000950170-25-110909.txt ( ) — 9396KB
• ck0001959961-20241231.xsd (EX-101.SCH) — 1787KB
• ck0001959961-20241231_htm.xml (XML) — 969KB

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 3 Part IV Item 15. Exhibits and Financial Statement Schedules 3

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data Our financial statements and the accompanying notes to our financial statements are included under Item 15 of this Annual Report on Form 10-K/A. Part IV

Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statement Schedules (a) List of documents filed as part of this report: (1) Financial Statements: The financial statements of the Company are contained herein on pages 9 - 22 of this Annual Report on Form 10-K/A. The consolidated financial statements of the Operating Partnership are contained herein on pages 25 - 54 of this Annual Report on Form 10-K/A. (2) Financial Statement Schedules: Schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are not applicable to the Company or the Operating Partnership, and therefore have been omitted. (3) Exhibits: The list of exhibits filed as part of this Annual Report is set forth on the Exhibit Index attached hereto. 3 EXHIBIT INDEX Exhibit No. Description 1.1 Dealer Manager Agreement (incorporated by reference to Exhibit 1.1 to the Company's Quarterly Report on Form 10-Q, as filed by the Company with the Securities and Exchange Commission on November 14, 2023) 1.2 Form of Participating Broker-Dealer Agreement (incorporated by reference to Exhibit 1.2 to the Company's Registration Statement on Form S-11 (File No. 333-272750) filed June 16, 2023) 1.3 Form of Selected RIA Agreement (incorporated by reference to Exhibit 1.3 to the Company's Registration Statement on Form S-11 (File No. 333-272750) filed June 16, 2023) 3.1 Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-11 (File. No. 333-272750) filed September 22, 2023) 3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-11 (File No. 333-272750) filed September 22, 2023) 4.1 Distribution Reinvestment Plan (incorporated by reference to Appendix A to the prospectus included in the Company's Registration Statement on Form S-11 (File No. 333-272750) filed September 22,

SIGNATURES

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K/A to be signed on its behalf by the undersigned thereunto duly authorized. IPC Alternative Real Estate Income Trust, Inc. By: /s/ Jerry Kyriazis Name: Jerry Kyriazis Chief Financial Officer (principal financial officer and principal accounting officer) Date: August 22, 2025 6 INDEX TO FINANCIAL STATEMENTS Page IPC Alternative Real Estate Income Trust, Inc. Report of Independent Registered Public Accounting Firm 8

Financial Statements

Financial Statements: Balance Sheets as of December 31, 2024 and 2023 9 10 11 12

Notes to Financial Statements

Notes to Financial Statements 13 IPC Alternative Real Estate Operating Partnership, LP (formerly known as IPC Alternative Assets Operating Partnership, LP) Report of Independent Registered Public Accounting Firm 24

Financial Statements

Financial Statements: Consolidated Balance Sheets as of December 31, 2024 and 2023 25 Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022 26 Consolidated Statements of Partners' Capital for the years ended December 31, 2024, 2023 and 2022 27 Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 28

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements 30 7 Report of Independent Registered Public Accounting Firm To the Board of Directors and stockholders of IPC Alternative Real Estate Income Trust, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of IPC Alternative Real Estate Income Trust, Inc. (the "Company") as of December 31, 2024 and 2023, and the related statements of operations and comprehensive loss, of equity, and of cash flows for the year ended December 31, 2024 and the period from June 12, 2023 (date of initial capitalization) through December 31, 2023, including the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the year ended December 31, 2024 and the period from June 12, 2023 (date of initial capitalization) through December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS (Dollar amounts in thousands, except share data and per share amounts) NOTE 1 – ORGANIZATION IPC Alternative Real Estate Income Trust, Inc. (the "Company") was incorporated on June 12, 2023 as a Maryland corporation and intends to elect and qualify to be treated as a real estate investment trust ("REIT") for U.S. federal income tax purposes for the taxable year ended December 31, 2024. Until that time, the Company will be subject to taxation at regular corporate rates under the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"). The Company was originally formed on June 17, 2021 as a Delaware limited liability company named Inland Private Capital Alternative Assets Fund, LLC and converted to a Maryland corporation on June 12, 2023. The Company is the sole general partner of IPC Alternative Real Estate Operating Partnership, LP, a Delaware limited partnership (the "Operating Partnership") (originally formed under the name IPC Alternative Assets Operating Partnership, LP). The Company has no employees. The Company is externally managed by IPC Alternative Real Estate Advisor, LLC (the "Advisor"), a Delaware limited liability company, an affiliate of Inland Real Estate Investment Corporation, a Delaware corporation ("IREIC"), pursuant to an advisory agreement dated August 24, 2023 among the Company, the Operating Partnership and the Advisor (the "Advisory Agreement"). Prior to the effective date of the Advisory Agreement, the Company had been externally managed pursuant to a Business Management Agreement (the "Business Management Agreement") assigned to IPC Alternative Real Estate Advisor, LLC by IPC Alternative Assets Business Manager, LLC, an affiliate of Inland Private Capital Corporation, a Delaware corporation ("IPC"), effective as of October 1, 2022. There were no updates to the terms of the Business Management Agreement as a result of the assignment. On August 24, 2023, the Business Management Agreement w

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