
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K


CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~February~~September 2129, ~~2024~~2025

CIM Opportunity Zone Fund, L.P.

(Exact Name of Registrant as Specified in Its Charter)

Commission file number 000-56544

Delaware

83-2441037

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer Identification Number)

4700 Wilshire Boulevard

Los Angeles

California

90010

(Address of principal executive offices)

(Zip Code)

(323)

860-4900

(Registrant’s telephone number, including area code)

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of each exchange on which registered

None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o

Item 41.0201 ~~Non-Reliance~~Entry oninto ~~Previously Issued Financial Statements or~~ a ~~Related~~Material ~~Audit~~Definitive ~~Report or Completed Interim Review~~Agreement.

On September 29, 2025, CIM Opportunity Zone Fund, L.P. (the “Fund,” ~~“we~~),” ~~“our”~~Westlands orElectric Power Company, LLC (“usWEPCO”) ~~has~~and ~~historically~~Westlands ~~presented~~Electric ~~its~~Power ~~annual~~Company ~~audited~~Holdings, ~~and~~LLC ~~interim~~(“WEPCO ~~unaudited~~Holdings”) ~~financial~~entered ~~statements~~into ~~using~~a ~~investment~~Subscription ~~company~~and ~~accounting~~Contribution ~~methods~~agreement ~~based~~(the on“OZ ~~its~~Subscription ~~interpretation~~and ofContribution ~~the~~Agreement”). Pursuant ~~criteria~~to ~~prescribed~~the ~~under~~OZ ~~Accounting~~Subscription ~~Standards~~and ~~Codification~~Contribution ~~946~~Agreement, ~~Financial~~the ~~Services~~Fund –agreed ~~Investment~~to ~~Companies~~contribute its interests in solar projects (the “~~ASC~~Project ~~946~~Entities”). ~~These~~to ~~accounting~~WEPCO ~~and~~Holdings ~~financial~~in ~~reporting~~exchange ~~methods~~for ~~generally~~common ~~result~~units in ~~the~~WEPCO ~~presentation of~~ (the ~~assets~~“Phase ~~and~~1 ~~liabilities~~Contribution ofTransactions”). ~~the~~WEPCO ~~Fund~~is on a ~~fair~~newly-formed ~~value~~investment ~~basis,~~vehicle ~~rather~~formed ~~than~~to athold ~~historical~~solar ~~cost.~~investments Wepreviously ~~believed~~held ~~this~~by ~~presentation~~the ~~was~~Fund inand ~~compliance~~other ~~with~~CIM-affiliated ~~ASC~~entities. ~~946~~WEPCO ~~and~~Holdings ~~aligned~~is ~~with~~a ~~the~~wholly-owned ~~requirements~~subsidiary of ~~the~~WEPCO. ~~Fund’s~~The ~~Amended~~interests ~~and~~contributed ~~Restated~~by ~~Limited Partnership Agreement (~~the ~~“Limited~~Fund ~~Partnership~~constitute ~~Agreement”).~~all ~~The~~of the Fund’s ~~previously~~interests ~~issued~~in ~~annual~~the ~~audited~~Project ~~and interim unaudited financial statements applied ASC 946~~Entities.

~~Following~~The ~~the~~Phase ~~filing~~1 ofContribution ~~the~~Transactions ~~Fund’s~~closed ~~Form~~on 10September 29, ~~in May 2023 the staff of the Securities and Exchange Commission (the “Staff”) began a review of the Fund’s Form 10~~2025. ~~Part~~The oftotal ~~this~~aggregate ~~review~~value ~~focused on the appropriateness~~ of ~~our application of ASC 946 to~~ the ~~Fund.~~equity ~~Ultimately,~~interests ~~the~~contributed ~~Staff~~by ~~advised~~ the Fund ~~that~~is ~~it did not agree with the Fund’s application of ASC 946 in its financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U~~$1.S.3 ~~GAAP”). Following the review process and after further consideration~~billion, ~~the~~based ~~Fund concluded~~ on ~~February~~net ~~21,~~asset ~~2024~~values ~~that its historical annual audited financial statements (and audit report) included within its Form 10,~~ as ~~amended, and interim unaudited financial statements for each~~ of ~~the~~March ~~periods ended June 30~~31, ~~2023 and September 30, 2023 included in its Forms 10-Q should be restated~~2025. ~~The~~After ~~Fund will include restated consolidated financial statements for~~ the ~~affected~~Phase ~~periods~~1 inContribution an amended Form 10 and amended Form 10-Qs in accordance with U.S. GAAP to be filed with the Securities and Exchange Commission. These restated financial statements will generally reflect the assets and liabilities of the Fund at historical cost rather than at fair value. In accordance with the Fund’s Limited Partnership AgreementTransactions, the Fund ~~intends~~owns to100% continue to provide fair value information to investors on a supplemental basis, while continuing to meet the appropriate reporting requirements under the Securities Exchange Act, as amended, and U.S. GAAP. The Fund intends to complete such restatements as soon as practicable. In light of the ~~above,~~interests ~~the Fund is evaluating its internal control over financial reporting and disclosure controls and procedures, including whether any material weakness exists~~ in ~~these areas; however, management’s evaluation is still ongoing~~WEPCO.

~~The~~Pursuant ~~Fund~~to ~~does not believe that the foregoing changes will have~~ a ~~material~~second ~~impact~~Subscription ~~on the management or operation of the Fund,~~ and ~~the~~Contribution ~~Fund will continue, pursuant to its Limited Partnership~~ Agreement, toentered ~~calculate~~into ~~net~~on ~~asset~~September ~~value~~30, ~~investor allocations~~2025, ~~management fees, incentive allocation, distributions and redemptions and~~ other ~~items~~CIM-affiliated onentities acontributed ~~fair~~all ~~value basis for purposes~~ of ~~the~~their ~~Limited~~interests ~~Partnership~~in ~~Agreement. For~~ the ~~avoidance~~Project ofEntities ~~doubt,~~(and ~~there~~certain ~~will~~additional besolar noprojects) ~~changes~~ to ~~the~~WEPCO ~~method~~Holdings ofin ~~determining~~exchange ~~net asset value, investor allocations or partner capital statements~~ for ~~historical~~common ~~periods,~~units ~~and~~in ~~future~~WEPCO ~~period~~(the ~~allocations~~“Phase ~~will~~2 ~~continue~~Contribution toTransactions”). beFollowing ~~performed~~the onPhase a2 ~~fair~~Contribution ~~value~~Transactions, ~~basis and~~ the Fund ~~will~~owns ~~continue~~approximately to75.1% ~~concurrently~~of ~~make~~the ~~such~~interests ~~information available to Fund investors~~ in ~~accordance~~WEPCO ~~with~~and ~~the~~will ~~Limited~~be ~~Partnership Agreement. However,~~ the ~~financial~~managing ~~statements~~member ~~filed~~of inWEPCO. ~~accordance~~WEPCO ~~with~~will ~~Section~~own ~~13(a)~~all of the ~~Securities~~interests ~~Exchange~~previously ~~Act,~~owned ~~including~~by anthe ~~amended~~Fund ~~Form 10, amended Forms 10-Q,~~ and ~~all~~the ~~future~~other ~~Forms 10~~CIM-Kaffiliated ~~and~~entities ~~10-Q,~~in ~~will~~the ~~generally~~relevant ~~be presented at historical cost under U~~projects.S. ~~GAAP for accounting and financial reporting purposes.~~

~~Management~~The ofFund and another CIM-managed fund will enter into a third Subscription and Contribution Agreement, pursuant to which the Fund ~~has~~and ~~discussed~~such other CIM-managed fund will contribute certain interests relating to an additional solar project in exchange for common units in WEPCO (the ~~matters~~“Phase ~~disclosed~~3 ~~herein~~Contribution ~~with~~Transactions”). ~~its~~Following ~~independent~~the ~~registered~~Phase ~~public~~3 ~~accounting~~Contribution ~~firm~~Transactions, ~~PricewaterhouseCoopers~~the ~~LLP~~Fund is expected to own approximately 66.7% of the interests in WEPCO and will continue to be the managing member of WEPCO.

~~Forward-Looking~~The ~~Statements~~OZ Subscription and Contribution Agreement contains customary representations and warranties with respect to the Fund and Project Entities. These representations and warranties (i) may be intended not as statements of fact, but rather as a way of allocating risk to one of the parties if those statements prove to be inaccurate, (ii) may apply materiality standards different from what may be viewed as material to investors and (iii) were made only as of the date of the OZ Subscription and Contribution Agreement or as of such other date or dates as may be specified in the OZ Subscription and Contribution Agreement. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the OZ Subscription and Contribution Agreement, which subsequent information may or may not be fully reflected in the Fund’s public disclosures. Investors are urged not to rely on such representations and warranties as characterizations of the actual state of facts or circumstances at this time or any other time.

~~This~~The ~~Current~~foregoing ~~Report~~summary ~~on Form 8-K may contain certain “forward-looking statements” as defined in the Private Securities Litigation Reform Act~~ of ~~1995, including statements regarding~~ the ~~restatement~~OZ ~~and~~Subscription ~~other statements relating to the Fund’s possible future circumstances, expectations, beliefs, plans, intentions, assumptions~~ and ~~strategies.~~Contribution ~~The~~Agreement ~~Fund~~does has tried to identify these forward-looking statements by using words such as “expect,” “anticipate,” “believe,” “could,” “should,” “estimate,” “intend,” “may,” “will” and similar terms and phrases, but such words, terms and phrases are not ~~the~~purport ~~exclusive means of identifying such statements. These forward-looking statements are subject~~ to ~~various~~be ~~risks~~complete and ~~uncertainties~~is ~~that~~qualified ~~could cause actual results, performance and achievements to differ materially from those expressed~~ in, orits ~~implied~~entirety by ~~such~~reference ~~forward-looking statements including, but not limited~~ to, ~~risks related to~~ the ~~restatement~~full ~~(including~~text ~~discovery~~ of ~~additional information relevant to~~ the ~~financial~~OZ ~~statements~~Subscription ~~subject to restatement); changes in the effects of the restatement on the Fund’s financial statements or financial results; the timely filing of the Fund’s Annual Report on Form 10-K~~ and ~~amended~~Contribution ~~Quarterly Reports on Form 10-Q due to the Fund’s efforts to complete the restatement; the time~~Agreement, costs and expenses associated with the restatement; potential inquiries from the Securities and Exchange Commission; and expectations regarding financial performance, strategic and operational plans, and other related matters. For a detailed discussion of factors that could affect the Company’s future operating results, please see the Company’s filings with the Securities and Exchange Commission, including the disclosures under “Risk Factors” in those filings. Readers are cautioned not to place undue reliance on these forward-looking statements, which ~~speak~~is ~~only~~filed as toExhibit ~~the date hereof~~10.1 ~~Except~~hereto asand ~~expressly~~is ~~required~~incorporated herein by federal securities law, the Fund undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances or future events or for any other reasonreference.


Item 2.01			Completion of Acquisition or Disposition of Assets

The information contained in Item 1.01 of this current report on Form 8-K is incorporated by reference herein to the extent required to be disclosed under this Item 2.01.


Item 9.01			Financial Statements and Exhibits.





















(d) Exhibits


Exhibit No.						Description
10.1						OZ Subscription and Contribution Agreement, dated September 29 , 2025*

104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

*Certain annexes and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted annexes and schedules upon request by the Securities and Exchange Commission; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934 (as amended) for any annexes or schedules so furnished.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 27, 2024	CIM Opportunity Zone Fund, L.P.
Dated: October 1, 2025	CIM Opportunity Zone Fund, L.P.
	By:	/s/ Nathan D. DeBacker
	Name:	Nathan D. DeBacker
	Title:	Chief Accounting Officer
		(Principal Financial Officer)

Filing Compare · CIM Opportunity Zone Fund, L.P.