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Beneficial Unit Certificates Representing Assigned Limited Partnership Interests

This prospectus supplement relates to the offer and sale of up to $50,000,000 of beneficial unit certificates representing assigned limited partnership interests (“BUCs”) in Greystone Housing Impact Investors LP from time to time through or to JonesTrading Institutional Services LLC, which we refer to herein as JonesTrading, and BTIG, LLC, which we refer to herein as BTIG, as sale agent or principal. JonesTrading and BTIG are collectively referred to herein as “sale agents” or each individually as a “sale agent.” These sales, if any, will be made under an Amended and Restated Capital on DemandTM Sales Agreement dated March 8, 2024 between us and JonesTrading and BTIG (the “Sales Agreement”).

The BUCs will be offered at market prices prevailing at the time of sale. Unless we and the sales agents agree otherwise, we will pay the sales agents an aggregate commission equal to 2% of the sales price of all BUCs sold under the Sales Agreement. The net proceeds, if any, that we receive from the sales of BUCs will depend on the number of BUCs actually sold and the offering price for such BUCs.

Our BUCs are traded on the New York Stock Exchange (“NYSE”) under the symbol “GHI.” On March 7, 2024, the last reported sale price of our BUCs on the NYSE was $16.71 per BUC. There is no arrangement for funds to be received in any escrow, trust, or similar arrangement.

Sales of our BUCs under this prospectus supplement, if any, may be made by any method that is deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). The sales agents are not required to sell any specific number or dollar amount of BUCs but will act as our sales agents using commercially reasonable efforts consistent with their normal trading and sales practices, on mutually agreeable terms between the sales agents and us.

In connection with the sale of the BUCs on our behalf, the sales agents will be deemed to be “underwriters” within the meaning of the Securities Act and the compensation of the sales agents will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the sales agents with respect to certain liabilities, including liabilities under the Securities Act or the Exchange Act of 1934, as amended.

Investing in our BUCs involves a high degree of risk. You should carefully consider the information under the heading “Risk Factors” beginning on page S-20 of this prospectus supplement and in the documents incorporated by reference herein, before buying our BUCs.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of BUCs and updates the information contained in the accompanying prospectus and the documents incorporated by reference herein and therein. The second part is the accompanying prospectus, which provides more general information, some of which does not apply to this offering. If there is any inconsistency between the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or information incorporated by reference therein, on the other hand, you should rely on the information in this prospectus supplement which will supersede any such inconsistent information in the accompanying prospectus and the documents incorporated therein. You should read carefully this prospectus supplement, the accompanying prospectus, and the additional information described below under the heading “Where You Can Find More Information.”

This prospectus supplement is part of a “shelf” registration statement on Form S-3 (File No. 333-268538) that we filed with the Securities and Exchange Commission (“SEC”) on November 23, 2022, and which was declared effective on December 2, 2022. Under the shelf registration process, we may, from time to time, offer and sell BUCs, preferred units representing limited partnership interests, or debt securities, in one or more offerings, with a maximum aggregate offering price of $300,000,000, as described in the accompanying prospectus.

You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus, and any free writing prospectus prepared by us or on our behalf. Neither we nor the sales agents have authorized anyone to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. Neither we nor the sales agents are making an offer to sell or soliciting an offer to buy our BUCs under any circumstance in any jurisdiction where the offer or solicitation is not permitted. You should assume that the information contained in this prospectus supplement, the accompanying prospectus, and any free writing prospectus prepared by us or on our behalf is accurate only as of the date of the respective document in which the information appears, and that any information in documents that we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus supplement or any sale of a security. Our business, financial condition, results of operations, and prospects may have changed since those dates.

This prospectus supplement, the accompanying prospectus, and the information incorporated herein and therein by reference includes trademarks, service marks, and trade names owned by us or other companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus supplement or the accompanying prospectus are the property of their respective owners.

Throughout this prospectus supplement and the accompanying prospectus, when we use the terms “we,” “us,” or the “Partnership,” we are referring to Greystone Housing Impact Investors LP. References in this prospectus supplement and the accompanying prospectus to our “General Partner” refer to America First Capital Associates Limited Partnership Two, whose general partner is Greystone AF Manager, LLC.

This prospectus supplement and the accompanying prospectus contain or incorporate by reference certain forward-looking statements. All statements other than statements of historical facts contained in this prospectus supplement and the accompanying prospectus, including statements regarding our future results of operations and financial position, business strategy and plans, and objectives of management for future operations, are forward-looking statements. When used, statements which are not historical in nature, including those containing words such as “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” and similar expressions, are intended to identify forward-looking statements. We have based forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. This prospectus supplement and the accompanying prospectus also contain estimates and other statistical data made by independent parties and by us relating to market size and growth and other industry data. This data involves several assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We have not independently verified the statistical and other industry data generated by independent parties which are contained in this prospectus supplement and the accompanying prospectus and, accordingly, we cannot guarantee their accuracy or completeness. In addition, projections, assumptions and estimates of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the headings “Risk Factors” in this prospectus supplement and the accompanying prospectus.

These forward-looking statements are subject to various risks and uncertainties, including but not limited to those relating to:

Other risks, uncertainties, and factors, including those discussed in this prospectus supplement, the accompanying prospectus, or in the reports that we file from time to time with the SEC (such as our Forms 10-K and 10-Q) could cause our actual results to differ materially from those projected in any forward-looking statements we make. We are not obligated to publicly update or revise any forward-looking statements, whether because of new information, future events, or otherwise. In addition, projections, assumptions, and estimates of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the heading “Risk Factors” in this prospectus supplement and the accompanying prospectus, and those described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as updated by any other documents that we subsequently file with the SEC that are incorporated by reference.

PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights information contained elsewhere in this prospectus supplement and the accompanying prospectus. It does not contain all of the information you should consider before making an investment decision. Before you decide to invest in our securities, you should read the entire prospectus supplement and the accompanying prospectus carefully, including the risk factors and financial statements and related notes included or incorporated by reference herein and therein.

Partnership Overview

The Partnership was formed in 1998 for the primary purpose of acquiring a portfolio of mortgage revenue bonds (“MRBs”) that are issued by state and local housing authorities to provide construction and/or permanent financing for affordable multifamily housing, seniors housing and commercial properties. We also invest in governmental issuer loans (“GILs”), which are similar to MRBs, to provide construction financing for affordable multifamily properties. We expect and believe the interest received on our MRBs and GILs is excludable from gross income for federal income tax purposes. We also invest in other types of securities that may or may not be secured by real estate and may make property loans to multifamily properties which may or may not be financed by MRBs or GILs held by us and may or may not be secured by real estate. We expect that a majority of all assets held by us are and will continue to be considered eligible for regulatory credit under the Community Reinvestment Act of 1977 (the “CRA”).

We also make noncontrolling equity investments in unconsolidated entities for the construction, stabilization, and ultimate sale of market-rate multifamily properties (“JV Equity Investments”). We are entitled to distributions if, and when, cash is available for distribution either through normal operations, a refinance, or a sale of the property. In addition, we may acquire and hold interests in multifamily, student and senior citizen residential properties (“MF Properties”) until the “highest and best use” can be determined by management.

The conduct of the Partnership’s business and affairs is governed by the Partnership’s Second Amended and Restated Agreement of Limited Partnership dated December 5, 2022, as amended pursuant to a First Amendment to Second Amended and Restated Agreement of Limited Partnership dated June 6, 2023 (as amended, the “Partnership Agreement”). Our sole general partner is America First Capital Associates Limited Partnership Two (“AFCA 2” or the “General Partner”). The general partner of AFCA 2 is Greystone AF Manager LLC (“Greystone Manager”), which is an affiliate of Greystone & Co. II LLC (“Greystone & Co.”). Greystone & Co., together with its affiliated companies (collectively “Greystone”), is a real estate lending, investment, and advisory company with an established reputation as a leader in multifamily and healthcare finance, having ranked as a top Federal Housing Administration (“FHA”), Federal National Mortgage Association (“Fannie Mae”), and Federal Home Loan Mortgage Corporation (“Freddie Mac”) lender in these sectors.

The Partnership has issued Beneficial Unit Certificates (“BUCs”) representing assigned limited partnership interests to investors (“BUC holders”). Our BUCs are traded on the NYSE under the symbol “GHI.” The Partnership has designated three series of non-cumulative, non-voting, non-convertible preferred units (collectively, the “Preferred Units”) that represent limited partnership interests in the Partnership consisting of the Series A Preferred Units, the Series A-1 Preferred Units, and the Series B Preferred Units. The holders of the BUCs and Preferred Units are referred to herein as “Unitholders.” Our Unitholders will incur tax liability if any interest earned on our MRBs or GILs is determined to be taxable, for gains related to our MRBs or GILs and for income and gains related to our taxable investments such as our investments in unconsolidated entities and property loans.

The Partnership has been in operation since 1998 and will continue in existence until dissolved in accordance with the terms of the Partnership Agreement. Our principal executive office is located at 14301 FNB Parkway, Suite 211, Omaha, NE, 68154, and our telephone number is (402) 952-1235.

We maintain a website at http://www.ghiinvestors.com, where certain information about us is available. The information found on, or accessible through, our website is not incorporated into, and does not form a part of, this prospectus supplement or any other report or document we file with or furnish to the SEC.

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Our Business Objectives and Strategy

Investment Strategy

Our primary business objective is to manage our portfolio of investment to achieve the following:

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Generate attractive, risk-adjusted total returns for our Unitholders;

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Create streams of recurring income to support regular cash distributions to Unitholders;

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Pass through tax-advantaged income to Unitholders;

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Generate income from capital gains on asset dispositions;

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Use leverage effectively to increase returns on our investments; and

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Preserve and protect Partnership assets.

We are pursuing a strategy of acquiring additional MRBs, GILs and other investments on a leveraged basis to achieve our objective, as permitted by our Partnership Agreement. In allocating our capital and executing our strategy, we seek to balance the risks of owning specific investments with the earnings opportunity on the investment.

The Partnership believes there continues to be a significant unmet demand for affordable multifamily and seniors residential housing in the United States. Government programs that provide direct rental support to residents have not kept up with demand. Therefore, investment programs that promote private sector development and support for affordable housing through MRBs, GILs, tax credits and grant funding to developers, have become more prominent. The types of MRBs and GILs in which we invest offer developers of affordable multifamily housing a low-cost source of construction and/or permanent debt financing. We plan to continue investing in additional MRBs and GILs issued to finance affordable multifamily and seniors residential rental housing properties.

We continue to evaluate opportunities for MRB investments to fund seniors housing properties and/or skilled nursing properties issued as private activity or 501(c)(3) bonds similar in legal structure to those issued for traditional affordable multifamily housing properties. We will continue to leverage the expertise of Greystone and its affiliates and other reputable third parties in evaluating independent living, assisted living, memory care and skilled nursing properties prior to our MRB acquisitions.

We continually assess opportunities to expand and/or reposition our existing portfolio of MRBs, GILs and other investments. Our principal objective is to improve the quality and performance of our portfolio of MRBs, GILs and other investments with the intent to ultimately increase the amount of cash available for distribution to our Unitholders. In certain circumstances, we may allow the borrowers of our MRBs to redeem the MRBs prior to the final maturity date. Such MRB redemptions will usually require a sale or refinancing of the underlying property. We may also elect to sell MRBs that have experienced significant appreciation in value. In other cases, we may elect to sell MRBs on properties that are in stagnant or declining real estate markets. The proceeds received from these transactions would be redeployed into other investments consistent with our investment objectives. We anticipate holding our GILs until maturity as the terms are typically for two to four years and have defined forward purchase commitments from Freddie Mac, acting through a servicer.

We also continue to make additional strategic JV Equity Investments for the development of market-rate multifamily residential and seniors housing properties, through noncontrolling membership interests. We currently have investments with four joint venture partners, of which two were new in 2023. In February 2023, we closed our first investment for the development of a market-rate seniors residential property located in Minden, Nevada. We believe such equity investments diversify our investment portfolio while also providing attractive risk-adjusted returns for our Unitholders.

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Financing Strategy

We finance our assets with what we believe to be a prudent amount of leverage, the level of which varies from time to time based upon the characteristics of our investment portfolio, availability of financing, cost of financing, and market conditions. This leverage strategy allows us to generate enhanced returns and lowers our net capital investment, allowing us to make additional investments. We currently obtain leverage on our investments and assets through various sources that include:

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Our secured line of credit facilities;

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Tax-Exempt Bond Securitization (“TEBS”) programs with Freddie Mac;

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Tender Option Bond (“TOB”) and term TOB trust securitizations with Mizuho Capital Markets (“Mizuho”), Barclays Bank PLC (“Barclays”), and Morgan Stanley; and

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A TEBS residual securitization (the “TEBS Residual Financing”) through a governmental issuer.

We may utilize other types of secured or unsecured borrowings in the future, including more complex financing structures and diversification of our leverage sources and counterparties.

We refer to our TEBS, TOB trust, term TOB trust, and TEBS Residual Financing securitizations as our debt financings. These debt financing securitizations are accounted for as consolidated variable interest entities (“VIEs") for reporting purposes. These arrangements are structured such that we transfer our investment assets to an entity, such as a trust or special purpose entity, which then issues senior securities and residual interests. The senior securities are sold to third-party investors in exchange for debt proceeds. We retain the residual interests which entitle us to certain rights to the investment assets and to residual cash proceeds. We generally structure our debt financings such that principal, interest, and any trust expenses are payable from the cash flows of the secured investment assets, and we are generally entitled to all residual cash flows for our general use. As the residual interest holder, we may be required to make certain payments or contribute certain assets to the VIEs if certain events occur. Such events include, but are not limited to, a downgrade in the investment rating of the senior securities issued by the VIEs, a ratings downgrade of the liquidity provider for the VIEs, increases in short term interest rates beyond pre-set maximums, an inability to re-market the senior securities or an inability to obtain liquidity support for the senior securities. If such an event occurs in an individual VIE, we may be required to deleverage the VIE by repurchasing some or all of the senior securities. Otherwise, the secured investment asset(s) will be sold and we will be required to fund any shortfall in funds available to pay the principal amount of the senior securities after payment of accrued interest and other trust expenses. If we do not fund the shortfall, default and liquidation provisions will be invoked against us. The TEBS financings and TEBS Residual Financing are non-recourse to the Partnership such that our shortfall funding for each financing is limited to the stated amount of our residual interests. The TOB trust and term TOB trust financings are recourse obligations of the Partnership.

The TOB trusts with Mizuho and Barclays are subject to ISDA master agreements with each counterparty that contain certain covenants and requirements. When we execute a TOB trust financing, we retain a residual interest that is pledged as our initial collateral under the ISDA master agreement based on the market value of the investment asset(s) at the time of initial closing. The counterparties require that our residual interests in each TOB trust maintain a certain value in relation to total asset(s) in each TOB trust. In addition, we are required to post collateral, typically cash, if the net aggregate valuation of our residual interests and derivative hedging positions with each counterparty fall below certain thresholds.

The Mizuho and Barclays ISDA master agreements also require the Partnership’s partners’ capital, as defined, to maintain a certain threshold and that the BUCs remain listed on a national securities exchange. The ISDA master agreement with Barclays also puts limits on the Partnership’s Leverage Ratio (as defined by the Partnership below). In addition, both the Mizuho and Barclays ISDA master agreements specify that default(s) on the Partnership’s other senior debts above a specified dollar amount, in the aggregate, will constitute a default under such agreement. If the Partnership is not in compliance with any of these covenants, a termination event of the financing facilities would be triggered.

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The willingness of leverage providers to extend financing is dependent on various factors such as their underwriting standards, regulatory requirements, available lending capacity, and existing credit exposure to the Partnership. An inability to access debt financing at an acceptable cost may result in adverse effects on our financial condition and results of operations. There can be no assurance that we will be able to finance additional acquisitions of MRBs, GILs and other investments through additional debt financings.

We set target constraints for each type of debt financing utilized. Those constraints are dependent upon several factors, including the investment assets being leveraged, the tenor of the leverage program, whether the financing is subject to mark-to-market based collateral calls, and the liquidity and marketability of the financed assets. The Board of Managers of Greystone Manager has established an overall maximum leverage level (the “Leverage Ratio”) of 80% and retains the right to change the Leverage Ratio in the future based on the consideration of factors the Board of Managers considers relevant. We calculate our Leverage Ratio as total outstanding debt divided by total assets using cost (adjusted for paydowns) for MRBs, GILs, property loans, taxable MRBs and taxable GILs, and initial cost for deferred financing costs and real estate assets. As of December 31, 2023, our overall Leverage Ratio was approximately 72%.

Hedging Strategy

We actively manage both our fixed and variable rate debt financings and our exposure to changes in market interest rates. When possible, we attempt to obtain fixed-rate debt financing for our fixed-rate investment assets such that our net interest spread is not exposed to changes in market interest rates. Similarly, we attempt to obtain variable-rate debt financing for our variable-rate investment assets such that we are largely hedged against rising interest rates without the need for separate hedging instruments.

We leverage certain fixed-rate investment assets with variable-rate debt financings, such as the TOB trusts and one TEBS financing. When deemed appropriate, we will enter into derivative based hedging transactions in connection with our risk management activities for these assets to hedge against rising interest rates, which may include interest rate caps, interest rate swaps, total return swaps, swaptions, futures, options or other available hedging instruments. As of December 31, 2023, we had interest rate swap positions with notional amounts totaling $333.3 million and one interest rate cap with a notional amount of $73.4 million.

Preferred Units and BUCs Issuances

In addition to leverage, we may obtain additional capital through the issuance of Series A-1 Preferred Units, Series B Preferred Units or other Partnership securities which may be issued in, among other things, one or more additional series of preferred units, and/or BUCs.

We filed a registration statement on Form S-3 for the registration of up to 3,500,000 of Series A-1 Preferred Units, which was declared effective by the Securities and Exchange Commission (the “SEC”) on September 9, 2021, and subsequently amended pursuant to a Post-Effective Amendment to the Form S-3, which was declared effective by the Commission on April 13, 2022. The Series A-1 Preferred Units are subject to optional redemption by the holder upon the sixth anniversary of the closing of the sale of Series A-1 Preferred Units and the holders are entitled to distributions at a fixed rate of 3.0% per annum. The Partnership is able to issue Series A-1 Preferred Units so long as the aggregate market capitalization of the BUCs, based on the closing price on the trading day prior to issuance of the Series A-1 Preferred Units, is no less than three times the aggregate book value of all Series A Preferred Units and Series A-1 Preferred Units, inclusive of the amount to be issued. As of December 31, 2023, we have issued $18 million of Series A-1 Preferred Units under the registration statement on Form S-3.

In addition, we filed a registration statement on Form S-3 for the registration of up to 10,000,000 of Series B Preferred Units, which was declared effective by the SEC on September 9, 2021, and subsequently amended pursuant to a Post-Effective Amendment to the Form S-3, which was declared effective by the Commission on June 15, 2023. The Series B Preferred Units are subject to optional redemption by the holder upon the sixth anniversary of the closing of the sale of Series B Preferred Units and the holders are entitled to distributions at a fixed rate of 5.75% per annum. The Partnership is able to issue Series B Preferred Units so long as the aggregate market

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capitalization of the BUCs, based on the closing price on the trading day prior to issuance of the Series B Preferred Units, is no less than two times the aggregate book value of all Series A Preferred Units, Series A-1 Preferred Units and Series B Preferred Units, inclusive of the amount to be issued. As of December 31, 2023, we had not yet issued any Series B Preferred Units. However, in February 2024, we issued $5.0 million of Series B Preferred Units to a new investor under the registration statement on Form S-3. In addition, in January 2024, we issued $17.5 million of Series B Preferred Units pursuant to an exchange transaction described below. As of the date of this prospectus supplement, we had 2,250,000 Series B Preferred Units issued and outstanding.

We have previously issued Series A Preferred Units totaling $94.5 million, of which $27.5 million are outstanding as of December 31, 2023. The Series A Preferred Units are subject to optional redemption by the holder upon the sixth anniversary of the closing of the sale of Series A Preferred Units and the holders are entitled to distributions at a fixed rate of 3.0% per annum. In October 2023, the holder of 1,000,000 of Series A Preferred Units provided notice of its intent to redeem its investment in March 2024. We previously filed a registration statement on Form S-4 to register the offering and issuance of up to 9,450,000 of Series A-1 Preferred Units under a shelf registration process that was declared effective by the SEC on July 6, 2021, and subsequently amended pursuant to a Post-Effective Amendment to the Form S-4, which was declared effective by the Commission on April 13, 2022. A total of 3,700,000 Series A Preferred Units were exchanged for Series A-1 Preferred Units prior to expiration of the offering in July 2023.

We may also obtain capital through the issuance of additional BUCs, Preferred Units or debt securities pursuant to our Registration Statement on Form S-3 (“Registration Statement”) of which this prospectus supplement and the accompanying prospectus is a part, which was declared effective by the SEC in December 2022. Under the Registration Statement we may offer up to $300.0 million of BUCs, Preferred Units or debt securities for sale from time to time. The Registration Statement will expire in December 2025.

Reportable Segments

As of December 31, 2023, we had four reportable segments: (1) Affordable Multifamily MRB Investments, (2) Seniors and Skilled Nursing MRB Investments, (3) Market-Rate Joint Venture Investments, and (4) MF Properties. The Partnership separately reports its consolidation and elimination information because it does not allocate certain items to the segments.

Investment Types

Mortgage Revenue Bonds (“MRBs”)

We invest in MRBs that are issued by state and local governments, their agencies, and authorities to finance the construction or acquisition and rehabilitation of income-producing multifamily rental properties. An MRB does not constitute an obligation of any state or local government, agency or authority and no state or local government, agency or authority is liable on them, nor is the taxing power of any state or local government pledged to the payment of principal or interest on an MRB. An MRB is a non-recourse obligation of the property owner. Each MRB is collateralized by a mortgage on all real and personal property of the secured property, which it may share with a corresponding taxable MRB owned by the Partnership. Typically, the sole source of the funds to pay principal and interest on an MRB is the net cash flow or the sale or refinancing proceeds from the secured property. We may commit to provide funding for MRBs on a draw-down basis during construction and/or rehabilitation of the secured property, and we may require recourse to the borrower during the construction or rehabilitation period in certain instances.

We expect and believe that the interest received on our MRBs is excludable from gross income for federal income tax purposes. We primarily invest in MRBs that are senior obligations of the secured properties, though we may also invest in subordinate and/or taxable MRBs. Our MRBs predominantly bear interest at fixed interest rates and require regular principal and interest payments on either a monthly or semi-annual basis. The majority of our MRBs have initial contractual terms of 15 years or more. Some MRBs have optional call dates that may be exercised by the borrower which may be at either par or a premium to par. Some MRBs have optional repurchase dates whereby we can require a redemption prior to the contractual maturity, typically at par.

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Our MRBs are either owned directly by us or are held in trusts created in connection with debt financing transactions that are consolidated VIEs. The following table summarizes our MRB investments as of December 31, 2023:


	Total MRBs		Total Properties			Total Units		Total States		Aggregate Outstanding Principal		Outstanding Funding Commitments
MRB investments		85		73	(1)		11,819		15	$	884,664,326	$	148,829,966

(1)

Properties secured by our MRB investments consist of 71 multifamily properties, one seniors housing property, and one skilled nursing facility.

The four types of MRBs which we may acquire as investments are as follows:

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Private activity bonds issued under Section 142(d) of the Internal Revenue Code (“IRC”);

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Bonds issued under Section 145 of the IRC on behalf of not-for-profit entities qualified under Section 501(c)(3) of the IRC;

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Essential function bonds issued by a public instrumentality to finance a multifamily residential property owned by such instrumentality; and

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Existing “80/20 bonds” that were issued under Section 103(b)(4)(A) of the IRC.

Each of these structures permit the issuance of MRBs under the IRC to finance the construction or acquisition and rehabilitation of affordable rental housing or other not-for-profit commercial property. Under applicable Treasury Regulations, any affordable multifamily residential project financed with tax-exempt MRBs (other than essential function bonds as described in the third bullet above) must set aside a percentage of its total rental units for occupancy by tenants whose incomes do not exceed stated percentages of the median income in the local area. Those rental units of the multifamily residential project not subject to tenant income restrictions may be rented at market rates (unless there are restrictions otherwise imposed by the bond issuer or a governmental entity). With respect to private activity bonds issued under Section 142(d) of the IRC, the owner of the multifamily residential project may elect, at the time the MRBs are issued, whether to set aside a minimum of 20% of the units for tenants making less than 50% of area median income (as adjusted for household size) or 40% of the units for tenants making less than 60% of the area median income (as adjusted for household size). State and local housing authorities may require additional tenant income or rent restrictions that are more restrictive than those minimum levels required by Treasury Regulations. There are no Treasury Regulations related to MRBs that are secured by a commercial property owned by a non-profit borrower.

The borrowers associated with our MRBs are either syndicated partnerships formed to receive allocations of LIHTCs or not-for-profit entities. We do not directly or indirectly invest in LIHTCs. We do invest in MRBs that are issued in association with federal LIHTC allocations because such MRBs bear interest that we expect and believe is exempt from federal income taxes. LIHTC-eligible projects are attractive to developers of affordable housing because it helps them raise equity and debt financing. Under the LIHTC program, developers that receive an allocation of private activity bonds will also receive an allocation of federal LIHTCs as a method to encourage the development of affordable multifamily housing. To be eligible for federal LIHTCs, a property must either be newly constructed or substantially rehabilitated, and therefore, may be less likely to become functionally obsolete in the near term as compared to an older property. There are various requirements to be eligible for federal LIHTCs, including rent and tenant income restrictions, which vary by property. Our borrowers that are either non-profit entities or owned by non-profit entities typically have missions to provide affordable multifamily rental units to underserved populations in their market areas. The affordable housing properties securing 501(c)(3) bonds also must comply with the IRS safe harbors for tenant incomes and rents. The following table summarizes the amount of our MRB investments with LIHTC-associated borrowers and non-profit borrowers based on principal outstanding as of December 31, 2023:


Borrower Type	MRB Principal Outstanding		Percentage of all MRB Investments
LIHTC-associated borrowers	$	407,928,063		46	%
Non-profit borrowers		439,631,263		50	%
Non-LIHTC private activity bonds		37,105,000		4	%
Totals	$	884,664,326		100	%

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We may also invest in taxable MRBs secured by the same properties as our MRBs. Interest earned on our taxable MRBs is taxable for federal income tax purposes. Our taxable MRBs may share senior mortgage interest in the property with the MRBs or may be subordinate to the MRBs. We owned 14 taxable MRBs with outstanding principal of $23.2 million as of December 31, 2023.

Governmental Issuer Loans (“GILs”)

We invest in governmental issuer loans ("GILs") that are issued by state or local governmental authorities to finance the construction and/or rehabilitation of affordable multifamily properties. A GIL does not constitute an obligation of any government, agency or authority and no government, agency or authority is liable for them, nor is the taxing power of any government pledged to the payment of principal or interest on the GIL. Each GIL is secured by a mortgage on all real and personal property of the to-be-constructed affordable multifamily property. The GILs may share first mortgage lien positions with property loans and/or taxable GILs also owned by us. Sources of the funds to pay principal and interest on a GIL consist of the net cash flow of the secured property, proceeds from the sale or refinancing of the secured property, and limited-to-full payment guaranties provided by the borrower or its affiliates. We typically commit to fund our GIL investment commitments on a draw-down basis during construction.

We expect and believe the interest earned on our GILs is excludable from gross income for federal income tax purposes. The GILs are senior obligations of the secured properties and bear interest at variable or fixed interest rates. The GILs have initial terms of two to four years, though the borrower typically may prepay all amounts due at any time without penalty. At the closing of each GIL, Freddie Mac, through a servicer, forward commits to purchase the GIL at maturity at par if and when the property has reached stabilization and other conditions are met. Upon stabilization, the servicer will purchase our GIL at par and then immediately sell the GIL to Freddie Mac pursuant to a financing commitment between the servicer and Freddie Mac. As of December 31, 2023, the servicer for eight of our GILs is an affiliate of Greystone.

Our GILs are held in trusts created in connection with debt financing transactions that are consolidated VIEs. The following table summarizes our GIL investments as of December 31, 2023:


	Total GILs		Total Properties		Total Units		Total States		Aggregate Outstanding Principal		Outstanding Funding Commitments
GIL investments		10		9		1,627		5	$	222,947,300	$	51,120,535

Our GILs have been issued under Section 142(d) of the Internal Revenue Code (“IRC”) and are subject to the same set aside and tenant income restrictions noted in the “Mortgage Revenue Bonds” description above. The borrowers associated with our GILs are syndicated partnerships formed to receive allocations of LIHTCs.

We may also invest in taxable GILs secured by the same properties as our GILs. Interest earned on our taxable GILs is taxable for federal income tax purposes. Our taxable GILs share a senior mortgage interest in the property with the GILs. We owned four taxable GILs with outstanding principal of $13.6 million as of December 31, 2023.

Property Loans

We also invest in property loans to finance the construction, finance capital improvements, or otherwise support property operations of multifamily residential properties. Multifamily residential properties financed with property loans may or may not be properties securing our MRB and GIL investments. Such property loans may be secured by property, other collateral, or may be unsecured. As of December 31, 2023, we owned seven property loans related to our GIL investment properties, three property loans related to our MRB investments, and two property loans to other borrowers.

JV Equity Investments

We invest in non-controlling membership interests in unconsolidated entities for the construction of market-rate multifamily and seniors real estate properties. Our JV Equity Investments are passive in nature.

S-10

Operational oversight of each property is controlled by our joint venture partner according to the entity’s operating agreement. The properties are predominately managed by a property management company affiliated with our joint venture partner. Decisions on when to sell an individual property are made by our joint venture partner based on its view of the local market conditions and current leasing trends.

We account for our JV Equity Investments using the equity method and recognize a preferred return on our contributed equity during the hold period. Our preferred returns are paid from distributable cash flow before any distributions are made to our joint venture partner. The accrued preferred return for our JV Equity Investments held through our wholly owned subsidiary, ATAX Vantage Holdings, LLC (the “Vantage JV Equity Investments”), is guaranteed by an unrelated third party through the fifth anniversary of construction commencement up to a certain dollar amount on an individual project basis.

Our ownership of the membership interests entitles us to shares of certain cash flows generated by the JV Equity Investments from operations and upon the occurrence of certain capital transactions, such as a refinancing or sale. Upon the sale of a property, net proceeds will be distributed according to the entity's operating agreement. Sales proceeds distributed to us that represent previously unrecognized preferred return and gain on sale are recognized as income upon receipt. Historically, the majority of our income from our JV Equity Investments has been recognized at the time of sale. As a result, we may experience significant income recognition for these investments in those quarters when a property is sold and our equity investment is redeemed.

As of December 31, 2023, we owned membership interests in 12 unconsolidated entities located in four states in the United States. Eight of the 12 JV Equity Investments are located in Texas. In addition, one JV Equity Investment in San Marcos, Texas is reported as a consolidated VIE.

MF Properties Segment

The Partnership has and may acquire controlling interests in multifamily, student or senior citizen residential properties. We operate the MF Properties in order to position ourselves for a future investment in MRBs issued to finance the acquisition and/or rehabilitation of the properties by new owners or until the opportunity arises to sell the MF Properties at what we believe is their optimal fair value.

In December 2023, we sold the Suites on Paseo MF Property to an unaffiliated buyer. We have no MF Property investments as of December 31, 2023.

General Investment Matters

Our investments are categorized as either Mortgage Investments, Tax Exempt Investments or Other Investments as defined in our Partnership Agreement. Mortgage Investments, as defined, consist of MRBs, taxable MRBs, GILs, taxable GILs and property loans to borrowers associated with our MRBs and GILs. Tax Exempt Investments, as defined, are securities other than Mortgage Investments, for which the related interest income is exempt from federal income taxation and must be rated in one of the four highest rating categories by a nationally recognized statistical rating organization. Other Investments, as defined, are generally all other investments that are not Mortgage Investments or Tax Exempt Investments. We may acquire additional Tax Exempt Investments and Other Investments provided that the acquisition may not cause the aggregate book value of all Tax Exempt Investments plus Other Investments to exceed 25% of our total assets at the time of acquisition. We own no Tax Exempt Investments as of December 31, 2023. Our Other Investments primarily consist of real estate assets, JV Equity Investments and certain property loans.

We rely on an exemption from registration under the Investment Company Act of 1940, which has certain restrictions on the types and amounts of securities owned by the Partnership.

Cash Distributions

We currently make quarterly cash distributions to our BUC holders. The Partnership Agreement allows the General Partner to elect to make cash distributions on a more or less frequent basis, provided that distributions are

S-11

made at least semi-annually. Regardless of the distribution period selected, cash distributions to BUC holders must be made within 60 days of the end of each such period. The amount of any cash distribution is determined by the General Partner and depends on the amount of interest received on our MRBs, GILs and other investments, our financing costs which are affected by the interest rates we pay on our debt financing, the amount of cash held in our reserves, and other factors. Most recently we declared our regular fourth quarter 2023 distribution of $0.37 per outstanding BUC and a supplemental distribution payable in the form of additional BUCs equal to $0.07 per BUC. The cash distribution and supplemental BUCs distribution were paid on January 31, 2024 to BUC holders of record as of the close of trading on December 29, 2023.

The holders of our Series A Preferred Units are entitled to receive, when, as, and if declared by the General Partner out of funds legally available for the payment of distributions, non-cumulative cash distributions at the rate of 3.00% per annum of the $10.00 per unit purchase price of the Series A Preferred Units, payable quarterly. The Series A Preferred Units rank senior to our BUCs and our Series B Preferred Units, and rank on parity with our Series A-1 Preferred Units, with respect to the payment of distributions and to any other class or series of Partnership interests or securities expressly designated as ranking junior to the Series A Preferred Units, and junior to any other class or series of Partnership interests or securities expressly designated as ranking senior to the Series A Preferred Units. Distributions declared on the Series A Preferred Units are payable quarterly in arrears.

The holders of our Series A-1 Preferred Units are entitled to receive, when, as, and if declared by the General Partner out of funds legally available for the payment of distributions, non-cumulative cash distributions at the rate of 3.00% per annum of the $10.00 per unit purchase price of the Series A-1 Preferred Units, payable quarterly. The Series A-1 Preferred Units rank senior to our BUCs and our Series B Preferred Units, and rank on parity with our Series A Preferred Units, with respect to the payment of distributions and to any other class or series of Partnership interests or securities expressly designated as ranking junior to the Series A-1 Preferred Units, and junior to any other class or series of Partnership interests or securities expressly designated as ranking senior to the Series A-1 Preferred Units. Distributions declared on the Series A-1 Preferred Units are payable quarterly in arrears. Currently there are no Series A-1 Preferred Units issued and outstanding.

The holders of our Series B Preferred Units are entitled to receive, when, as, and if declared by the General Partner out of funds legally available for the payment of distributions, non-cumulative cash distributions at the rate of 5.75% per annum of the $10.00 per unit purchase price of the Series B Preferred Units, payable quarterly. The Series B Preferred Units rank senior to our BUCs with respect to the payment of distributions and to any other class or series of Partnership interests or securities expressly designated as ranking junior to the Series B Preferred Units, and junior to our Series A Preferred Units and Series A-1 Preferred Units and any other class or series of Partnership interests or securities expressly designated as ranking senior to the Series B Preferred Units. Distributions declared on the Series B Preferred Units are payable quarterly in arrears.

S-12

Recent Developments

Recent Investment Activities

The following table presents information regarding the investment activities of the Partnership for the years ended December 31, 2023 and 2022:


Investment Activity	#	Amount (in 000`s)		Retired Debt (in 000`s)		Tier 2 income (loss) allocable to the General Partner (in 000`s) (1)			Notes to the Partnership`s consolidated financial statements
For the Three Months Ended December 31, 2023
Mortgage revenue bond acquisition and advances	4	$	21,575	N/A		N/A			6
Mortgage revenue bond paydown	1		2,072	$	1,765	N/A			6
Governmental issuer loan acquisition and advances	4		7,000	N/A		N/A			7
Governmental issuer loan redemption	1		40,000		36,000	N/A			7
Property loan acquisitions and advances	5		18,252	N/A		N/A			8
Property loan redemption	1		13,387		12,030	N/A			8
Investments in unconsolidated entities	6		16,104	N/A		N/A			9
MF property sold	1		40,736		25,000	-			10
Taxable mortgage revenue bond advance	1		3,000	N/A		N/A			12

For the Three Months Ended September 30, 2023
Mortgage revenue bond advances	3	$	7,665	N/A		N/A			6
Mortgage revenue bond paydown	1		7,590	$	9,980	N/A			6
Governmental issuer loan acquisition and advances	5		22,573	N/A		N/A			7
Governmental issuer loan redemptions	3		70,636		61,459	N/A			7
Property loan advances	2		11,950	N/A		N/A			8
Property loan redemption and paydowns	3		39,921		35,655	N/A			8
Investments in unconsolidated entities	4		10,194	N/A		N/A			9
Taxable mortgage revenue bond advance	1		4,000	N/A		N/A			12
Taxable mortgage revenue bond redemption	1		7,000		5,770	N/A			12

For the Three Months Ended June 30, 2023
Mortgage revenue bond acquisitions and advance	6	$	51,150	N/A		N/A			6
Governmental issuer loan advances	4		20,402	N/A		N/A			7
Governmental issuer loan redemption	1		34,000	$	30,600	N/A			7
Property loan advances	3		9,608	N/A		N/A			8
Property loan redemption and paydowns	3		29,990		26,005	N/A			8
Investments in unconsolidated entities	2		3,744	N/A		N/A			9
Return of investment in unconsolidated entities upon sale	1		9,025	N/A		$	813		9
Taxable mortgage revenue bond acquisitions and advance	3		4,500	N/A		N/A			12
Taxable governmental issuer loan advance	1		2,573	N/A		N/A			12

For the Three Months Ended March 31, 2023
Mortgage revenue bond advances	6	$	60,547	N/A		N/A			6
Mortgage revenue bond redemptions	3		11,856	$	7,579	$	(1,428	)	6
Governmental issuer loan advances	4		17,377	N/A		N/A			7
Property loan advances	4		7,581	N/A		N/A			8
Property loan redemption and paydowns	3		18,316		15,700	N/A			8
Investments in unconsolidated entities	2		5,698	N/A		N/A			9
Return of investment in unconsolidated entities upon sale	2		12,283	N/A			3,843		9
Taxable mortgage revenue bond advances	2		1,805	N/A		N/A			12
Taxable governmental issuer loan advance	1		3,000	N/A		N/A			12

For the Three Months Ended December 31, 2022
Mortgage revenue bond advances	8	$	91,040	N/A		N/A			6
Mortgage revenue bond redemptions	2		6,029	N/A		N/A			6
Governmental issuer loan advances	6		18,955	N/A		N/A			7
Property loan advances	4		46,439	N/A		N/A			8
Investments in unconsolidated entities	2		10,912	N/A		N/A			9
MF property sold	1		29,033	$	24,229	N/A			10
Taxable mortgage revenue bond advances	3		2,980	N/A		N/A			12
Taxable governmental issuer loan advance	1		4,000	N/A		N/A			12

For the Three Months Ended September 30, 2022
Mortgage revenue bond advance	1	$	1,623	N/A		N/A			6
Mortgage revenue bond redemption and paydown	2		11,577	$	10,420	N/A			6
Governmental issuer loan advances	7		39,820	N/A		N/A			7
Property loan advances	6		22,742	N/A		N/A			8
Property loan redemptions	3		27,081	N/A		N/A			8
Investments in unconsolidated entities	2		2,524	N/A		N/A			9
Return of investment in unconsolidated entity upon sale	1		7,400	N/A		N/A			9

S-13


Taxable mortgage revenue bond advance	1		2,300	N/A		N/A		12
Taxable governmental issuer loan advances	3		3,000	N/A		N/A		12

For the Three Months Ended June 30, 2022
Mortgage revenue bond advances	3	$	20,307	N/A		N/A		6
Mortgage revenue bond redemption	1		7,100	$	7,100	N/A		6
Governmental issuer loan advances	5		39,806	N/A		N/A		7
Property loan advances	7		23,527	N/A		N/A		8
Investments in unconsolidated entities	4		7,824	N/A		N/A		9
Return of investment in unconsolidated entity upon sale	1		7,341	N/A		N/A		9
Taxable mortgage revenue bond advances	2		2,000	N/A		N/A		12

For the Three Months Ended March 31, 2022
Mortgage revenue bond advances	3	$	69,365	N/A		N/A		6
Mortgage revenue bond redemptions	4		70,479	$	45,109	N/A		6
Governmental issuer loan advances	6		16,882	N/A		N/A		7
Property loan advances	5		38,412	N/A		N/A		8
Property loan redemptions and principal paydowns	7		3,251	N/A		N/A		8
Investments in unconsolidated entities	5		12,777	N/A		N/A		9
Return of investment in unconsolidated entity upon sale	1		12,240	N/A		$	3,242	9
Taxable mortgage revenue bond advances	2		6,325	N/A		N/A		12

(1)

See “Cash Available for Distribution” in the section captioned “Summary Historical Financial Data” below.

Recent Financing Activities

The following table presents information regarding the debt financing, derivatives, Preferred Units and partners’ capital activities of the Partnership for the years ended December 31, 2023 and 2022, exclusive of retired debt amounts listed in the investment activities table above:


Financing, Derivative and Capital Activity	#		Amount (in 000`s)		Secured	Notes to the Partnership`s consolidated financial statements
For the Three Months Ended December 31, 2023
Net borrowing on Acquisition LOC		4	$	16,900	Yes	15
Proceeds from TOB trust financings		9		33,980	Yes	16
Proceeds from TEBS Residual Financing		1		61,500	Yes	16
Redemption of Secured Notes		1		102,318	Yes	16
Redemption of M24 TEBS financing		1		7,407	Yes	16
Return of restricted cash upon termination of total return swap		1		30,716	Yes	18
Interest rate swap executed		1		-	N/A	18
Redemption of Series A Preferred Units		1		10,000	N/A	20

For the Three Months Ended September 30, 2023
Net repayment on Acquisition LOC		3	$	6,000	Yes	15
Net borrowing on General LOC		1		10,000	Yes	15
Proceeds from TOB trust financings		12		41,520	Yes	16
Proceeds from mortgage payable		1		25,000	Yes	17
Interest rate swaps executed		3		-	N/A	18
Redemption of Series A Preferred Units		1		20,000	N/A	20

For the Three Months Ended June 30, 2023
Net borrowing on Acquisition LOC		5		6,000	Yes	15
Net activity on General LOC		2		-	Yes	15
Proceeds from TOB trust financings		11		68,391	Yes	16
Interest rate swaps executed		3		-	N/A	18
Issuance of Series A-1 Preferred Units		1		10,000	N/A	20

For the Three Months Ended March 31, 2023
Net repayment on Acquisition LOC		6	$	49,000	Yes	15
Proceeds from TOB trust financings		11		110,061	Yes	16
Interest rate swaps executed		3		-	N/A	18
Issuance of Series A-1 Preferred Units		1		8,000	N/A	20

S-14


Exchange of Series A Preferred Units for Series A-1 Preferred Units	1		7,000	N/A	20

For the Three Months Ended December 31, 2022
Net borrowing on Acquisition LOC	6	$	24,558	Yes	15
Proceeds from TOB trust financings	12		97,672	Yes	16
Interest rate swaps executed	3		-	N/A	18
Exchange of Series A Preferred Units for Series A-1 Preferred Units	1		10,000	N/A	20

For the Three Months Ended September 30, 2022
Net repayment on Acquisition LOC	4	$	8,512	Yes	15
Proceeds from TOB trust financings	5		45,145	Yes	16

For the Three Months Ended June 30, 2022
Net borrowing on Acquisition LOC	5	$	9,255	Yes	15
Proceeds from TOB trust financings	8		62,920	Yes	16
Repayment of TOB Financings	2		5,079	Yes	16
Exchange of Series A Preferred Units for Series A-1 Preferred Units	1		20,000	N/A	20

For the Three Months Ended March 31, 2022
Net repayment on Acquisition LOC	1	$	15,515	Yes	15
Proceeds from TOB trust financings	9		109,330	Yes	16
Unrestricted cash from total return swap	1		41,275	Yes	18
Interest rate swaps executed	2		-	N/A	18

Smaller Reporting Company Status

We are currently a “smaller reporting company” as defined in Rule 405 of the Securities Act, and we intend to continuing reporting as such in our periodic filings for the fiscal year ended December 31, 2024. However, as of the end of our fiscal year ended December 31, 2024, we expect to meet the definition of an “accelerated filer” as defined in Rule 405 of the Securities Act and no longer meet the definition of a “smaller reporting company.” As such, we expect to begin reporting as an accelerated filer with our Annual Report on Form 10-K for the year ended December 31, 2024, except with respect to certain scaled disclosures we are permitted to continue to provide as a smaller reporting company in our Form 10-K for the year ended December 31, 2024. For so long as we remain a smaller reporting company, we are permitted and intend to rely on exemptions from certain disclosure and other requirements that are applicable to other public companies that are not smaller reporting companies.

S-15

THE OFFERING


Securities offered by the Partnership		Beneficial unit certificates representing assigned limited partnership interests having an aggregate offering price of up to $50,000,000.
BUCs to be outstanding immediately after this offering(1)		Assuming all $50,000,000 of our BUCs are sold in this offering at an assumed offering price of $16.71 per BUC, which was the last reported sale price of our BUCs on the NYSE on March 7, 2024, we would have had 25,889,407 BUCs outstanding as of December 31, 2023.
Manner of offering		An “at the market offering” of BUCs. The sale of BUCs under this prospectus supplement, if any, may be made by any method that is deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act, to or through the sales agents, as sales agent or principal. See “Plan of Distribution” on page S-22 of this prospectus supplement.
Sales agents		JonesTrading Institutional Services LLC and BTIG, LLC.
Use of proceeds		We intend to use the net proceeds from sales under the Sales Agreement, if any, for general Partnership purposes, including the acquisition of additional MRBs, GILs, and other investments meeting our investment criteria and as permitted under the Partnership Agreement, and for general working capital needs. See “Use of Proceeds” on page S-21 of this prospectus supplement.
Risk factors		Investing in our BUCs involves significant risks. See “Risk Factors” beginning on page S-20 of this prospectus supplement.
New York Stock Exchange symbol		The BUCs are listed on the NYSE under the symbol “GHI.”

(1) The number of BUCs to be outstanding immediately after this offering, as stated above, is based on 22,897,187 BUCs outstanding as of December 31, 2023, and excludes as of that date 401,595 BUCs available for future grants under the Greystone Housing Impact Investors LP 2015 Equity Incentive Plan (the “Equity Incentive Plan”) and 95,600 BUCs awarded under the Equity Incentive Plan but not yet vested.

S-16

SUMMARY HISTORICAL FINANCIAL DATA

Summary Financial Data

The following summary historical financial data is derived from the Partnership’s audited consolidated financial statements as of and for the years ended December 31, 2023 and 2022. The Partnership includes the assets, liabilities, and results of operations of the Partnership, our wholly owned subsidiaries and consolidated variable interest entities (“VIEs”). All significant transactions and accounts between the Partnership and the consolidated VIEs have been eliminated in consolidation.

You should read this summary financial data along with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our audited consolidated financial statements and notes thereto that are included in our Annual Report on Form 10-K for the year ended December 31, 2023, which are incorporated by reference herein.


	For the Years Ended December 31,
	2023			2022
Investment income	$	82,266,198		$	61,342,533
Property revenues		4,567,506			7,855,506
Other interest income		17,756,044			11,875,538
Other income		310,916			-
Real estate operating expenses		(2,663,868	)		(4,738,160	)
Provision for credit loss		2,347,000			-
Depreciation and amortization		(1,537,448	)		(2,717,415	)
Interest expense		(69,066,763	)		(43,559,873	)
Net result from derivative transactions		7,371,584			13,095,422
General and administrative		(20,399,489	)		(17,447,864	)
Gain on sale of real estate assets		10,363,363			-
Gain on sale of investments in unconsolidated entities		22,725,398			39,805,285
Earnings (losses) from investments in unconsolidated entities		(17,879	)		-
Income before income taxes		54,022,562			65,510,972
Income tax (expense) benefit		(10,866	)		51,194
Net income		54,011,696			65,562,166
Redeemable Preferred Unit distributions and accretion		(2,868,578	)		(2,866,625	)
Net income available to Partners		51,143,118			62,695,541
Less: General Partners interest in net income		3,589,447			3,471,267
Less: Restricted Unitholders interest in net income		344,411			279,172
BUC holdersʼ interest in net income	$	47,209,260		$	58,945,102

BUC holdersʼ interest in net income per BUC (basic and diluted):
Net income, basic and diluted, per BUC	$	2.07		$	2.59
Cash Distributions declared, per BUC	$	1.466		$	1.687
BUCs Distributions declared, per BUC	$	0.21		$	0.39
Weighted average number of BUCs outstanding, basic		22,834,745			22,775,321
Weighted average number of BUCs outstanding, diluted		22,834,745			22,775,321

S-17


	As of or For the Years Ended December 31,
	2023			2022
Mortgage revenue bonds held in trust, at fair value	$	883,030,786		$	763,208,945
Mortgage revenue bonds, at fair value	$	47,644,509		$	36,199,059
Governmental issuer loans, net	$	221,653,300		$	300,230,435
Property loans, net	$	120,508,204		$	175,109,711
Investments in unconsolidated entities	$	136,653,246		$	115,790,841
Real estate assets, net	$	4,716,140		$	36,550,478
Total assets	$	1,513,400,702		$	1,567,129,565
Total debt of continuing operations	$	1,050,120,066		$	1,116,093,952
Cash flows provided by operating activities	$	24,936,759		$	21,127,738
Cash flows provided by (used in) investing activities	$	53,563,431		$	(278,599,647	)
Cash flows provided by (used in) financing activities	$	(123,403,300	)	$	198,176,695
Cash Available for Distribution ("CAD") (1)	$	44,137,323		$	53,360,968

(1)

See “Cash Available for Distribution” below.

Cash Available for Distribution

The Partnership believes that Cash Available for Distribution (“CAD”) provides relevant information about the Partnership’s operations and is necessary, along with net income, for understanding its operating results. To calculate CAD, the Partnership begins with net income as computed in accordance with GAAP and adjusts for non-cash expenses or income consisting of depreciation expense, amortization expense related to deferred financing costs, amortization of premiums and discounts, fair value adjustments to derivative instruments, provisions for credit and loan losses, impairments on MRBs, GILs, real estate assets and property loans, deferred income tax expense (benefit), and restricted unit compensation expense. The Partnership also adjusts net income for the Partnership’s share of (earnings) losses of investments in unconsolidated entities as such amounts are primarily depreciation expenses and development costs that are expected to be recovered upon an exit event. The Partnership also deducts Tier 2 income (see Note 3 to the Partnership’s consolidated financial statements included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2023) distributable to the General Partner as defined in the Partnership Agreement and distributions and accretion for the Preferred Units. Net income is the GAAP measure most comparable to CAD. There is no generally accepted methodology for computing CAD, and the Partnership’s computation of CAD may not be comparable to CAD reported by other companies. Although the Partnership considers CAD to be a useful measure of the Partnership’s operating performance, CAD is a non-GAAP measure that should not be considered as an alternative to net income calculated in accordance with GAAP, or any other measures of financial performance presented in accordance with GAAP.

The following table shows the calculation of CAD (and a reconciliation of the Partnership’s net income, as determined in accordance with GAAP, to CAD) for the year ended December 31, 2023 and 2022 (all per BUC amounts are presented giving effect to the BUCs Distributions described in Note 3 of the consolidated financial statements on a retroactive basis for all periods presented):

S-18


	For the Years Ended December 31,
	2023			2022
Net income	$	54,011,696		$	65,562,166
Unrealized (gains) losses on derivatives, net		3,173,398			(7,239,736	)
Depreciation and amortization expense		1,537,448			2,717,415
Provision for credit losses (1)		(2,347,000	)		-
Realized impairment of securities (2)		-			(5,712,230	)
Realized provision for loan loss (3)		-			(593,000	)
Reversal of gain on sale of real estate assets (4)		(10,363,363	)		-
Amortization of deferred financing costs		2,461,713			2,537,186
Restricted unit compensation expense		2,013,736			1,531,622
Deferred income taxes		(362	)		(45,056	)
Redeemable Preferred Unit distributions and accretion		(2,868,578	)		(2,866,625	)
Tier 2 Income allocable to the General Partner (5)		(3,248,148	)		(3,242,365	)
Recovery of prior credit loss (6)		(68,812	)		(57,124	)
Bond premium, discount and acquisition fee amortization, net of cash received		(182,284	)		768,715
(Earnings) losses from investments in unconsolidated entities		17,879			-
Total CAD	$	44,137,323		$	53,360,968

Weighted average number of BUCs outstanding, basic		22,834,745			22,775,321
Net income per BUC, basic	$	2.07		$	2.59
Total CAD per BUC, basic	$	1.93		$	2.34
Cash Distributions declared, per BUC	$	1.466		$	1.687
BUCs Distributions declared, per BUC (7)	$	0.21		$	0.40

(1)

The adjustment for the year ended December 31, 2023 reflects the change in allowances for credit losses under the CECL standard that was effective for the Partnership as of January 1, 2023 which requires the Partnership to update estimates of expected credit losses for our investments portfolio at each reporting date. The accounting for credit losses for the year ended December 31, 2022 was subject to previous accounting guidance that was generally applied incurred loss model rather than expected credit losses. There were no credit losses incurred using prior accounting guidance for the year ended December 31, 2022.

(2)

This amount represents previous impairments recognized as adjustments to CAD in prior periods related to the Provision Center 2014-1 MRB. The property securing the MRB was sold in July 2022 with cash proceeds contributed to the bankruptcy estate. The borrower and the bankruptcy court are finalizing liquidation of the estate and the settlement of all remaining, receivables, payable and expenses such that the Partnership’s share of the proceeds can be distributed. Substantially all the assets of the borrower were liquidated in the third quarter of 2022 such that the Partnership’s loss was effectively realized.

(3)

This amount represents previous impairments recognized as adjustments to CAD in prior periods related to the Cross Creek property loans. Such adjustments were reversed in the third quarter of 2022 upon the settlement of the outstanding balances.

(4)

The gain on sale of real estate assets from the sale of the Suites on Paseo MF Property represented a recovery of prior depreciation expense that was not reflected in the Partnership’s previously reported CAD, so the gain on sale was deducted from net income in determining CAD for 2023.

(5)

As described in Note 3 to the Partnership’s consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2023, Net Interest Income representing contingent interest and Net Residual Proceeds representing contingent interest (Tier 2 income) will be distributed 75% to the limited partners and BUC holders, as a class, and 25% to the General Partner. This adjustment represents 25% of Tier 2 income due to the General Partner.

For the year ended December 31, 2023, Tier 2 income allocable to the General Partner consisted of approximately $3.8 million related to the gains on sale of Vantage at Stone Creek and Vantage at Coventry in January 2023 and approximately $813,000 related to the gain on sale of Vantage at Conroe in June 2023, offset by a $1.4 million Tier 2 loss allocable to the General Partner related to the Provision Center 2014-1 MRB realized in January 2023 upon receipt of the majority of expected bankruptcy liquidation proceeds.

For the year ended December 31, 2022, Tier 2 income allocable to the General Partner consisted of approximately $3.2 million related to the gain on sale of Vantage at Murfreesboro in March 2022.

(6)

The Partnership determined there was a recovery of previously recognized impairment recorded for the Live 929 Apartments Series 2022A MRB prior to the adoption of the CECL standard effective January 1, 2023. The Partnership is accreting the recovery of prior credit loss for this MRB into investment income over the term of the MRB consistent with applicable guidance. The accretion of recovery of value is presented as a reduction to current CAD as the original provision for credit loss was an addback for CAD calculation purposes in the period recognized.

(7)

The Partnership declared three separate distributions during 2023 payable in the form of additional BUCs equal to $0.07 per BUC for outstanding BUCs as of the record dates of June 30, September 29, and December 29, 2023.

The Partnership declared two separate distributions during 2022 payable in the form of additional BUCs equal to $0.20 per BUC for outstanding BUCs as of the record dates of September 30 and December 30, 2022.

S-19

Investing in our BUCs involves significant risks, some of which are described below. You should carefully consider these risks, as well as the other information in this prospectus supplement and the accompanying prospectus, and any free writing prospectus authorized in connection with this offering, including documents incorporated by reference, such as our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q filed with the SEC, and in other documents that we have filed or subsequently file with the SEC that are incorporated by reference, before deciding whether to invest in our BUCs. Each of the risk factors could adversely affect our business, operating results, and financial condition, as well as adversely affect the value of an investment in our securities, and the occurrence of any of these risks might cause you to lose all or part of your investment. Furthermore, BUCs are inherently different from the capital stock of a corporation, although many of the business risks to which we are subject are similar to those that would be faced by a corporation engaged in similar businesses. Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our business operations. Please also read carefully the section above entitled “Cautionary Note Regarding Forward-Looking Statements.”

If you purchase our BUCs in this offering, you may incur immediate dilution in the book value of your investment.

The offering price per BUC in this offering may exceed the net tangible book value per BUC of our outstanding BUCs prior to this offering. Assuming that an aggregate of 2,992,220 BUCs are sold at a price of $16.71 per BUC, the last reported sale price of our BUCs on the NYSE on March 7, 2024, for aggregate gross proceeds of $50,000,000, and after deducting commissions and estimated offering expenses payable by us, you would experience immediate dilution of $1.35 per BUC, representing the difference between the assumed offering price and the net tangible book value per BUC of our BUCs as of December 31, 2023 after giving effect to this offering. If we were to sell BUCs in this offering at a price per BUC greater than our net tangible book value, it would result in dilution of your investment. The settlement of outstanding restricted unit awards granted under the Equity Incentive Plan would result in further dilution of your investment. Because the sales of the BUCs offered hereby will be made directly into the market or in negotiated transactions, the prices at which we sell these BUCs will vary and these variations may be significant. Purchasers of the BUCs we sell, as well as our existing BUC holders, will experience significant dilution if we sell BUCs at prices significantly below the price at which they invested.

Future sales or the possibility of future sales of our BUCs may depress the market price of our BUCs.

Sales in the public market of substantial amounts of our BUCs could depress prevailing market prices of our BUCs. As of December 31, 2023 approximately 22.9 million BUCs were outstanding. The sale of BUCs in this offering, or the perception that such sales may occur, could depress the market price of our BUCs.

As of December 31, 2023, there were 95,600 BUCs which may be issued upon the settlement of restricted unit awards granted under our Equity Incentive Plan, and we anticipate that we will continue to issue restricted unit awards to our executive officers and the managers of Greystone Manager (who effectively act as our board of directors) in the fiscal year ended December 31, 2024 and thereafter. If, and when, these restricted unit awards vest, such BUCs generally will be available for sale in the open market without further registration under the Securities Act. The existence of these outstanding restricted unit awards may negatively affect our ability to complete future equity financings at acceptable prices and on acceptable terms. The settlement of the restricted unit awards, and the prompt resale of BUCs received, may also result in downward pressure on the price of our BUCs.

Our management will have broad discretion as to the use of proceeds from this offering.

We currently intend to use the net proceeds from the sale of the securities in this offering for general Partnership purposes, including the acquisition of additional MRBs, GILs and other investments meeting our investment criteria and as permitted under the Partnership Agreement, and general working capital needs and administrative expenses. Our management has broad discretion as to the use of these proceeds and you will be relying on the judgment of our management regarding the application of these proceeds. We might apply these proceeds in ways with which you do not agree, or in ways that do not yield a favorable return. If our management applies these proceeds in a manner that does not yield a significant return, if any, on our investment of these net proceeds, it could compromise our ability to pursue our growth strategy and adversely affect the market price of our BUCs.

The actual number of BUCs we will issue under the Sales Agreement, at any one time or in total, is uncertain.

Subject to certain limitations in the Sales Agreement and compliance with applicable law, we have the discretion to deliver a placement notice to JonesTrading and BTIG at any time throughout the term of the Sales Agreement. The number of BUCs that are sold by JonesTrading and BTIG after delivering a placement notice will fluctuate based on the market price of the BUCs during the sales period and limits we set with JonesTrading and BTIG. Because the price per BUC of each BUC sold will fluctuate based on the market price of our BUCs during the sales period, it is not possible at this stage to predict the number of BUCs that will ultimately be issued.

The BUCs offered hereby will be sold in “at the market offerings,” and investors who buy BUCs at different times will likely pay different prices.

Investors who purchase BUCs in this offering at different times will likely pay different prices, and so may experience different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and number of BUCs sold, and there is no minimum or maximum sales price. Investors may experience a decline in the value of their BUCs as a result of BUC sales made at prices lower than the prices they paid.

We may issue and sell BUCs having aggregate sales proceeds of up to $50,000,000, from time to time, under the Sales Agreement. The net proceeds that we receive from any sales of BUCs in this offering, if any, will depend on the number of BUCs actually sold and the offering price of such BUCs. Because there is no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions, and proceeds to us, if any, are not determinable at this time. There can be no assurance that we will sell any BUCs under or fully utilize the Sales Agreement with JonesTrading and BTIG as a source of financing.

If you purchase our BUCs in this offering, you will experience dilution to the extent of the difference between the assumed offering price per BUC and the net tangible book value per BUC after giving effect to this offering. We calculate net tangible book value per BUC by dividing the net tangible book value, which is tangible assets less total liabilities less preferred units less general partner capital, by the number of our outstanding BUCs. Dilution represents the difference between the assumed offering price per BUC paid by purchasers in this offering and the pro forma as adjusted net tangible book value per BUC of our BUCs immediately after giving effect to this offering. Our net tangible book value as of December 31, 2023 was approximately $348.8 million, or $15.23 per BUC.

After giving effect to the assumed sale in this offering of $50,000,000 of our BUCs, at an assumed offering price of $16.71 per BUC, the last reported sale price of our BUCs on the NYSE on March 7, 2024, and after deducting the commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of December 31, 2023 would have been $397.5 million, or $15.36 per BUC. This represents an immediate increase in the pro forma as adjusted net tangible book value of $0.13 per BUC to our existing BUC holders and an immediate dilution in net tangible book value of $1.35 per BUC to new investors. The following table illustrates this per BUC dilution:

The above table and discussion is based on 22,897,187 BUCs outstanding as of December 31, 2023 and excludes as of that date the following:

In addition, we may choose to raise additional capital due to market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity, the issuance of these securities could result in further dilution to our BUC holders.

We have entered into a Sales Agreement with JonesTrading and BTIG, under which we may issue and sell BUCs having an aggregate gross sales price of up to $50,000,000 from time to time through or to JonesTrading and BTIG, as sales agent or principal. Sales of our BUCs, if any, under this prospectus supplement and the accompanying prospectus may be made in sales deemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities Act.

Each time we wish to issue and sell BUCs under the Sales Agreement, we will notify a sales agent of the number or dollar value of BUCs to be issued, the dates on which such sales are anticipated to be made, any minimum price below which sales may not be made, and other sales parameters as we deem appropriate. Once we have so instructed the sales agent, unless the sales agent declines to accept the terms of the notice, the sales agent has agreed, subject to the terms and conditions of the Sales Agreement, to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such BUCs up to the amount specified on such terms. We may instruct the sales agent not to sell BUCs if the sales cannot be effected at or above the price designated by us in any such instruction. We or the sales agents may suspend the offering of BUCs being made through the sales agents under the Sales Agreement upon proper notice to the other parties.

We will pay the sales agents commissions for their services in acting as agents in the sale of our BUCs. The sales agents will be entitled to compensation at a commission rate equal to 2% of the aggregate gross sales price of the BUCs sold. Because there is no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions, and proceeds to us, if any, are not determinable at this time. We also have agreed to reimburse the sales agents for certain specified expenses, including the fees and disbursements of their legal counsel, in an amount not to exceed $50,000, as provided in the Sales Agreement. Additionally, pursuant to the terms of the Sales Agreement, we have agreed to reimburse the sales agents for the documented fees and costs of their legal counsel reasonably incurred in connection with the review and preparation of the deliverables arising from the transactions contemplated by the Sales Agreement in an amount not to exceed $12,500 per calendar year. We estimate that the total expenses for the offering, excluding compensation and reimbursements payable to the sales agents under the terms of the Sales Agreement, will be approximately $152,500.

Settlement for sales of our BUCs will occur on the second business day following the date on which any sales are made, or on some other date that is agreed upon by us and the applicable sales agent in connection with a particular transaction, in return for payment of the net proceeds to us. Sales of our BUCs as contemplated by this prospectus supplement and the accompanying prospectus will be settled through the facilities of the Depository Trust Company or by such other means as we and the sales agents may agree upon. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.

In connection with the sale of the BUCs on our behalf, each sales agent will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of the sales agents will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to the sales agents against certain civil liabilities, including liabilities under the Securities Act.

The offering of our BUCs pursuant to the Sales Agreement will terminate upon the earlier of (i) the issuance and sale of all BUCs subject to the Sales Agreement; or (ii) the termination of the Sales Agreement as permitted therein.

Our BUCs are listed on the NYSE under the symbol “GHI.” The transfer agent of our BUCs is Equiniti Trust Company, LLC, New York, New York.

The sales agents and/or their respective affiliates have in the past and may in the future provide various investment banking and other financial services for us, for which services they may in the future receive customary fees and expenses.

Because the Financial Industry Regulatory Authority, Inc. (“FINRA”) views our BUCs as interests in a direct participation program, any offering of BUCs under this prospectus supplement and the accompanying prospectus will be made in compliance with Rule 2310 of the FINRA Rules.

The validity of the BUCs offered by this prospectus supplement and the accompanying prospectus, and certain other legal matters, have been passed upon for us by Barnes & Thornburg LLP, Indianapolis, Indiana. Certain matters will be passed upon for the sales agents by Duane Morris LLP, New York, New York.

The financial statements of Greystone Housing Impact Investors LP incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31, 2023 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The balance sheet of America First Capital Associates Limited Partnership Two incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended December 31, 2023 has been so incorporated in reliance on the report of Lutz & Company, P.C., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

This prospectus supplement and accompanying prospectus are part of a registration statement on Form S-3 we filed with the SEC on November 23, 2022. This prospectus supplement and accompanying prospectus do not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus supplement and accompanying prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus supplement, accompanying prospectus, or the information incorporated by reference herein or therein. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state

where the offer is not permitted. You should not assume that the information in this prospectus supplement or accompanying prospectus is accurate as of any date other than the date on the front page of this prospectus supplement and the date on the front page of the accompanying prospectus, as applicable, regardless of the time of delivery of this prospectus supplement and accompanying prospectus or any sale of the securities offered by this prospectus supplement and accompanying prospectus.

We furnish and file annual, quarterly, and current reports and other information with the SEC. The SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC. Our SEC filings are available to the public on the SEC’s Internet website at http://www.sec.gov. Those filings are also available to the public on our corporate website at http://www.ghiinvestors.com. Information contained on our website is not a part of this prospectus supplement and the inclusion of our website address in this prospectus supplement is an inactive textual reference only.

We maintain an Internet website at http://www.ghiinvestors.com. The information contained on this website is not part of this prospectus supplement or the accompanying prospectus and you should not rely on it in deciding whether to invest in our BUCs.

SEC rules allow us to “incorporate by reference” into this prospectus supplement and the accompanying prospectus the information we file with the SEC. This means that we can disclose important information to you by referring you to the documents containing the information. The information we incorporate by reference is considered to be included in and an important part of this prospectus supplement and the accompanying prospectus and should be read with the same care. Information that we later file with the SEC that is incorporated by reference into this prospectus supplement and accompanying prospectus will automatically update and supersede this information. We are incorporating by reference into this prospectus supplement and the accompanying prospectus the following documents that we have filed with the SEC:

In addition, we also incorporate by reference into this prospectus supplement and the accompanying prospectus all documents and additional information that we may subsequently file with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the initial filing of the registration statement of which this prospectus supplement and the accompanying prospectus is a part (including prior to the effectiveness of the registration statement) and prior to the termination of the offering. These documents include, but are not limited to, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, as well as proxy statements, if any. Any statement contained in this prospectus supplement, the accompanying prospectus, or in any document incorporated, or deemed to be incorporated, by reference into this prospectus supplement or the accompanying prospectus shall be deemed to be modified or superseded for purposes of this prospectus supplement and the accompanying prospectus to the extent that a statement contained in this prospectus supplement, the accompanying prospectus, or in any subsequently filed document that also is or is deemed to be incorporated by reference into this prospectus supplement and the accompanying prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus supplement, the accompanying prospectus, and the related registration statement. Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information we disclose under Items 2.02 or 7.01 of any Current Report on Form 8-K that we may from time to time furnish to the SEC will be

incorporated by reference into, or otherwise included in, this prospectus supplement or the accompanying prospectus. We will provide without charge to each person, including any beneficial owner of our Units, to whom this prospectus supplement and the accompanying prospectus is delivered, upon written or oral request, a copy of any and all documents that have been incorporated by reference into this prospectus supplement and the accompanying prospectus but not delivered with this prospectus supplement (without exhibits, unless the exhibits are specifically incorporated by reference but not delivered with this prospectus supplement and the accompanying prospectus). Requests should be directed to:

You should rely only on the information and representations in this prospectus supplement, the accompanying prospectus, and the documents that are incorporated by reference. We have not authorized anyone else to provide you with different information or representations. We are not offering these securities in any state where the offer is prohibited by law. You should not assume that the information in this prospectus supplement, the accompanying prospectus, or any incorporated document is accurate as of any date other than the date of the document.

Beneficial Unit Certificates Representing Assigned Limited Partnership Interests

We may use this prospectus to offer and sell, from time to time, beneficial unit certificates representing assigned limited partnership interests (“BUCs”) or preferred units representing limited partnership interests in America First Multifamily Investors, L.P. (which, effective December 5, 2022, will be renamed Greystone Housing Impact Investors LP), or debt securities, in one or more offerings. We refer to the BUCs, preferred units, and the debt securities collectively as the “securities” in this prospectus. The aggregate initial offering price of all securities sold by us under this prospectus will not exceed $300,000,000. We will provide the specific terms of each issuance of these securities in supplements to this prospectus. You should read this prospectus and any supplement carefully before you decide to invest in our securities.

We may offer and sell these securities to or through one or more underwriters, dealers, and agents, or directly to purchasers, on a continuous or delayed basis, and in amounts, at prices, and on terms to be determined by market conditions and other factors at the time of the offering. This prospectus describes the general terms of the securities and the general manner in which we will offer the securities. Each time we offer to sell securities we will provide a prospectus supplement that will contain specific information about those securities and the terms of that offering. The prospectus supplement also may add, update, or change information contained in this prospectus. If agents or any dealers or underwriters are involved in the sale of the securities, the applicable prospectus supplement will set forth the names of the agents, dealers, or underwriters and any applicable commissions or discounts. Net proceeds from the sale of securities will be set forth in the applicable prospectus supplement. For general information about the distribution of securities offered, please see “Plan of Distribution” in this prospectus.

Through the close of trading on December 2, 2022, our BUCs were traded on the NASDAQ Global Select Market under the symbol “ATAX.” The last reported sale price of our BUCs on December 2, 2022 was $18.60 per BUC. Effective upon the opening of trading on December 5, 2022, our BUCs will trade on the New York Stock Exchange (the “NYSE”) under the symbol “GHI.” From and after December 5, 2022, our name will be Greystone Housing Impact Investors LP. We will provide information in the prospectus supplement for the trading market, if any, for any preferred units or debt securities we may offer. Our principal executive offices are located at 14301 FNB Parkway, Suite 211, Omaha, Nebraska, 68154. Our telephone number is (402) 952-1235.

This prospectus may be used to offer and sell securities only if accompanied by a prospectus supplement. You should read this prospectus and any prospectus supplement carefully before you invest. You should also read the documents we refer to in the “Where You Can Find More Information” section of this prospectus for information on us and our financial statements.

Investing in our securities involves a high degree of risk. Limited partnerships are inherently different from corporations. You should carefully consider the information under the heading “Risk Factors” beginning on page 11 of this prospectus, and contained in any applicable prospectus supplement and in the documents incorporated by reference herein and therein, before you make an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement or any “free writing prospectus” we may authorize to be delivered to you. We have not authorized anyone else to provide you with different information or to make additional representations. We are not making or soliciting an offer of any securities other than the securities described in this prospectus and any prospectus supplement. We are not making or soliciting an offer of these securities in any state or jurisdiction where an offer is not permitted or in any circumstances in which such offer or solicitation is unlawful. You should not assume that the information contained or incorporated by reference in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front cover of each of those documents.

We further note that the representations, warranties, and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein or in any prospectus supplement were made solely for the benefit of the parties to such agreement and the third-party beneficiaries named therein, if any, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty, or covenant to you. Moreover, such representations, warranties, or covenants were accurate only as of the date when made. Accordingly, such representations, warranties, and covenants should not be relied on as accurately representing the current state of our affairs.

This prospectus is part of a “shelf” registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC. Under the shelf registration process, we may, from time to time, offer and sell BUCs, preferred units representing limited partnership interests, or debt securities, in one or more offerings, with a maximum aggregate offering price of $300,000,000, as described in this prospectus.

This prospectus provides you with a general description of us and the securities offered under this prospectus. Each time we sell securities under this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of that offering and the securities being offered. The prospectus supplement also may add to, update, or change the information contained in this prospectus. If there is any inconsistency between the information contained in this prospectus and any information incorporated by reference in this prospectus, on the one hand, and the information contained in any applicable prospectus supplement or incorporated by reference therein, on the other hand, you should rely on the information in the applicable prospectus supplement or incorporated by reference in the prospectus supplement. This prospectus does not contain all of the information included in the registration statement. The registration statement filed with the SEC includes exhibits that provide more details about the matters discussed in this prospectus. You should read carefully this prospectus, any prospectus supplement, and the additional information described below under the heading “Where You Can Find More Information.”

Wherever references are made in this prospectus to information that will be included in a prospectus supplement, to the extent permitted by applicable law, rules, or regulations, we may instead include such information or add, update, or change the information contained in this prospectus by means of a post-effective amendment to the registration statement, of which this prospectus is a part, through filings we make with the SEC that are incorporated by reference into this prospectus or by any other method as may then be permitted under applicable law, rules, or regulations.

Statements made in this prospectus, in any prospectus supplement or in any document incorporated by reference in this prospectus or any prospectus supplement as to the contents of any contract or other document are not necessarily complete. In each instance we refer you to the copy of the contract or other document filed as an exhibit to the registration statement of which this prospectus is a part, or as an exhibit to the documents incorporated by reference. You may obtain copies of those documents as described in this prospectus under “Where You Can Find More Information.”

Neither the delivery of this prospectus nor any sale made hereunder implies that there has been no change in our affairs or that the information in this prospectus is correct as of any date after the date of this prospectus. You should not assume that the information in this prospectus, including any information incorporated in this prospectus by reference, an accompanying prospectus supplement, or any “free writing prospectus” we may authorize to be delivered to you, is accurate as of any date other than the date on the front cover of each of those documents. Our business, financial condition, results of operations, and prospects may have changed since that date.

Throughout this prospectus, when we use the terms “we,” “us,” or the “Partnership,” we are referring to America First Multifamily Investors, L.P., which, from and after December 5, 2022, will be named Greystone Housing Impact Investors LP. References in this prospectus to our “General Partner” refer to America First Capital Associates Limited Partnership Two, whose general partner is Greystone AF Manager, LLC (“Greystone Manager”). References in this prospectus to “Existing Preferred Units” refer collectively to our Series A Preferred Units, Series A-1 Preferred Units, and Series B Preferred Units. In addition, references in this prospectus to “Units” refer collectively to our BUCs, the Existing Preferred Units, and any additional series of preferred units that may be authorized after the date hereof, and references to our “Unitholders” refer collectively to the holders of our BUCs, the Existing Preferred Units, and any such additional series of preferred units.

This prospectus contains or incorporates by reference certain forward-looking statements. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations and financial position, business strategy, and plans and objectives of management for future operations, are forward-looking statements. When used, statements which are not historical in nature, including those containing words such as “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” and similar expressions, are intended to identify forward-looking statements. We have based forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. This prospectus also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other industry data. This data involves several assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We have not independently verified the statistical and other industry data generated by independent parties which are contained in this prospectus and, accordingly, we cannot guarantee their accuracy or completeness.

These forward-looking statements are subject, but not limited, to various risks and uncertainties, including but not limited to those relating to:

Other risks, uncertainties, and factors, including those discussed in any supplement to this prospectus or in the reports that we file from time to time with the SEC (such as our Forms 10-K and 10-Q) could cause our actual results to differ materially from those projected in any forward-looking statements we make. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. In addition, projections, assumptions, and estimates of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the heading “Risk Factors” in this prospectus and those described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.

The Partnership was formed in 1998 under the Delaware Revised Uniform Limited Partnership Act (“Delaware LP Act”) for the primary purpose of acquiring a portfolio of mortgage revenue bonds (“MRBs”) that are issued by state and local housing authorities to provide construction and/or permanent financing for affordable multifamily housing, seniors housing and commercial properties. We also invest in governmental issuer loans (“GILs”), which are similar to MRBs, to provide construction financing for affordable multifamily properties. We expect and believe the interest received on our MRBs and GILs is excludable from gross income for federal income tax purposes. The Partnership may also invest in other types of securities that may or may not be secured by real estate and may make property loans to multifamily properties which may or may not be financed by MRBs or GILs held by the Partnership, to the extent permitted under the terms of the Partnership’s First Amended and Restated Agreement of Limited Partnership dated September 15, 2015, as further amended (the “Partnership Agreement”). In addition, we may acquire interests in multifamily, student, and senior citizen residential properties (“MF Properties”).

We also make noncontrolling equity investments in unconsolidated entities for the construction, stabilization, and ultimate sale of market-rate multifamily properties. We are entitled to distributions if, and when, cash is available for distribution either through operations, a refinance or a sale of the property.

Our general partner is America First Capital Associates Limited Partnership Two (“AFCA 2” or the “General Partner”). The general partner of AFCA 2 is Greystone AF Manager LLC (“Greystone Manager”), which is an affiliate of Greystone & Co. II LLC (collectively with its affiliates, “Greystone”). Greystone is a real estate lending, investment, and advisory company with an established reputation as a leader in multifamily and healthcare finance, having ranked as a top Federal Housing Administration (“FHA”), Federal National Mortgage Association (“Fannie Mae”), and Federal Home Loan Mortgage Corporation (“Freddie Mac”) lender in these sectors.

We are a partnership for federal income tax purposes. This means that we do not pay federal income taxes on our income. Instead, all of our profits and losses are allocated to our partners, including the holders of BUCs, under the terms of our Partnership Agreement. See “Material U.S. Federal Income Tax Considerations” beginning on page 34.

Our initial limited partner, which has the obligation to perform certain actions on behalf of the BUC holders under the Partnership Agreement, is Greystone ILP, Inc., a Delaware corporation. The BUCs represent assignments by the initial limited partner of its rights and obligations as a limited partner to outside third party investors.

We maintain a website at www.ataxfund.com, where certain information about us is available. Effective December 5, 2022, our website address will be ghiinvestors.com. The information found on, or accessible through, our website is not incorporated into, and does not form a part of, this prospectus or any other report or document we file with or furnish to the SEC.

For additional information about our business, properties, and financial condition, please refer to the documents cited in “Where You Can Find More Information.”

On November 4, 2022, the Board of Managers (the “Board of Managers” or “Board”) of Greystone Manager approved the transfer of the listing of the Partnership’s BUCs from the Nasdaq Stock Market (“NASDAQ”) to the NYSE. On November 22, 2022, we announced the BUCs were approved for listing on the NYSE. Effective upon the opening of trading on December 5, 2022, our BUCs will trade on the NYSE under the symbol “GHI.” In connection with the foregoing, the Board approved a change in the name of the Partnership, and from and after December 5, 2022, our name will be Greystone Housing Impact Investors LP.

Our primary business objective is to manage our portfolio of investments to achieve the following:

We are pursuing a business strategy of acquiring additional MRBs, GILs and other investments, as permitted by the Partnership Agreement, on a leveraged basis to achieve our business objectives. In allocating our capital and executing our strategy, we seek to balance the risks of owning specific investments with the earnings opportunity on the investments.

We believe there continues to be significant unmet demand for affordable multifamily and senior citizen residential housing in the United States. Government programs that provide direct rental support to residents have not kept up with demand. Therefore, investment programs such as those pursued by the Partnership, which promote private sector development and support for affordable housing through MRBs, GILs, tax credits and grant funding to developers, have become more prominent. The types of MRBs and GILs in which we invest offer developers of affordable housing a low-cost source of construction and/or permanent debt financing. We plan to continue to invest in additional MRBs and GILs issued to finance affordable multifamily and senior residential rental housing properties.

We continue to evaluate opportunities for MRB investments to fund senior citizen housing projects or skilled nursing facilities issued as private activity or 501(c)(3) bonds similar in legal structure to those issued for traditional affordable multifamily housing projects. We will continue to leverage the expertise of Greystone and other reputable third parties in evaluating independent living, assisted living, memory care and skilled nursing properties prior to our MRB acquisitions. During 2021, we acquired our first senior citizen housing MRB, Meadow Valley, that will finance the construction and stabilization of a combined independent living, assisted living and memory care facility in Traverse City, MI.

We continually assess opportunities to expand and/or reposition our existing portfolio of MRBs and GILs. Our principal objective is to improve the quality and performance of our portfolio of MRBs and GILs and, ultimately, increase the amount of cash available for distribution to our Unitholders. In certain circumstances, we may allow the borrowers of our MRBs to redeem the MRBs prior to the final maturity date. Such MRB redemptions will usually require a sale or refinancing of the underlying property. We may also elect to sell MRBs that have experienced significant appreciation in value. In other cases, we may elect to sell MRBs on properties that are in stagnant or declining real estate markets. The proceeds received from these transactions will be redeployed into other investments consistent with our investment objectives. We anticipate holding our GILs until maturity as the terms are typically for two to four years and have defined forward purchase commitments from Freddie Mac, acting through a servicer.

We will also continue to make strategic equity investments in market-rate multifamily residential properties (“JV Equity Investments”) through noncontrolling membership interests in unconsolidated entities. We believe such equity investments diversify our investment portfolio while also providing attractive risk-adjusted returns for our Unitholders.

We finance our assets with what we believe to be a prudent amount of leverage, the level of which varies from time to time based upon the characteristics of our portfolio, availability of financing, and market conditions. This leverage strategy allows us to generate enhanced returns and lowers our net capital investment, allowing us to make additional investments. We currently obtain leverage on our investments and assets through:

We may utilize other types of secured or unsecured borrowings in the future, including more complex financing structures and diversification of our leverage sources and counterparties.

We refer to our TEBS, TOB Trust, and Term TOB Trust securitizations and our Secured Notes as our debt financings. The TEBS, TOB Trust and Term TOB Trust securitizations are consolidated variable interest entities (“VIEs”) for financial reporting purposes. These arrangements are structured such that we transfer our assets to an entity, such as a trust or special purpose entity, which then issues senior and residual beneficial interests. The senior beneficial interests are sold to third-party investors in exchange for debt proceeds. We retain the residual beneficial interest which entitles us to certain rights to the securitized assets and to residual cash proceeds. We generally structure our debt financings such that principal, interest, and any trust expenses are payable from the cash flows of the secured assets and we are generally entitled to all residual cash flows for our general use. As the residual interest holder, we may be required to make certain payments or contribute certain assets to the VIEs if certain events occur. Such events include, but are not limited to, a downgrade in the investment rating of the senior securities issued by the VIEs, a ratings downgrade of the liquidity provider for the VIEs, increases in short term interest rates beyond pre-set maximums, an inability to re-market the senior securities or an inability to obtain liquidity support for the senior securities. If such an event occurs in an individual VIE, we may be required to deleverage the VIE by repurchasing some or all of the senior securities. Otherwise, the underlying collateral will be sold and, if the proceeds are not sufficient to pay the principal amount of the senior securities plus accrued interest and other trust expenses, the Partnership will be required to fund any such shortfall. If we do not fund the shortfall, the default and liquidation provisions will be invoked against us. For each TEBS securitization, our shortfall funding is limited to the stated amount of our residual interest.

The TOB Trusts with Mizuho and Barclays are subject to covenants and requirements under the respective master agreements, primarily related to maintenance of certain levels of partners’ capital, maximum leverage, and the continued listing of our BUCs on a national securities exchange. The TOB Trusts are also subject to margin collateral requirements. We may also be required to post collateral, typically in cash, related to the TOB Trusts with Mizuho and Barclays. The amount of collateral posting required is dependent on the aggregate valuation of the underlying MRBs, taxable MRBs, GILs, taxable GILs and property loans in relation to thresholds set by Mizuho and Barclays.

of MRBs, GILs or other investments through additional debt financings. Although the consequences of market and economic conditions and their impact on our ability to pursue our plan to grow through investments in additional MRBs and GILs are not fully known, we do not anticipate that our existing assets will be adversely affected in the long-term.

We set target constraints for each type of financing utilized by us. Those constraints are dependent upon several factors, including the assets being leveraged, the tenor of the leverage program, whether the financing is subject to margin or collateral calls, and the liquidity and marketability of the financed collateral. We use target constraints for each type of financing to manage to an overall maximum 75% leverage level (the “Leverage Ratio”), as established by the Board of Managers of Greystone Manager. The Board of Managers of Greystone Manager retains the right to change the maximum Leverage Ratio in the future based on the consideration of factors the Board of Managers considers relevant. We calculate our Leverage Ratio as total outstanding debt divided by total assets using cost adjusted for paydowns for MRBs, GILs, property loans, taxable MRBs and taxable GILs, and initial cost for deferred financing costs and real estate assets. As of September 30, 2022, our overall Leverage Ratio was approximately 70%.

We actively manage both our fixed and variable rate debt financings and our exposure to changes in market interest rates. Certain leverage sources, such as our TOB Trusts, Secured Notes and one TEBS financing, currently bear interest at variable rates. We may enter into derivative instruments in connection with our risk management activities to protect against rising interest rates, which may include interest rate caps, interest rate swaps, total return swaps, swaptions, futures, options or other available hedging instruments. When possible, we will obtain variable-rate debt financing for our variable-rate investment assets such that we are at least partially hedged against rising interest rates without the need for separate derivative instruments.

In addition to leverage, we may obtain additional capital through the issuance of one or more additional series of preferred units and/or BUCs. We may issue additional series of preferred equity in private placements or public offerings which are registered with the SEC.

As of September 30, 2022, we have four reportable segments: (1) Affordable Multifamily MRB Investments, (2) Seniors and Skilled Nursing MRB Investments, (3) Market-Rate Joint Venture Investments, and (4) MF Properties. The Partnership separately reports its consolidation and elimination information because it does not allocate certain items to the segments.

We invest in MRBs that are issued by state and local governments, their agencies, and authorities to finance the construction or acquisition and rehabilitation of income-producing multifamily rental properties. An MRB does not constitute an obligation of any state or local government, agency or authority and no state or local government, agency or authority is liable on them, nor is the taxing power of any state or local government pledged to the payment of principal or interest on an MRB. An MRB is a non-recourse obligation of the property owner. Each MRB is collateralized by a mortgage on all real and personal property of the secured property. The sole source of the funds to pay principal and interest on an MRB is the net cash flow or the sale or refinancing proceeds from the secured property. We may commit to provide funding for MRBs on a draw-down basis during construction and/or rehabilitation of the secured property.

We expect and believe that the interest received on our MRBs is excludable from gross income for federal income tax purposes. We primarily invest in MRBs that are senior obligations of the secured properties, though we may also invest in subordinate MRBs. The MRBs predominantly bear interest at fixed interest rates and require regular principal and interest payments on either a monthly or semi-annual basis. The majority of our MRBs have initial contractual terms of 15 years or more. MRBs may have optional call dates that may be exercised by the borrower or the Partnership that are earlier than the contractual maturity at either par or premiums to par.

As of September 30, 2022, we own 74 MRBs with an aggregate outstanding principal amount of approximately $688 million. Our MRBs are owned either directly by the Partnership or by consolidated variable interest entities (“VIEs”) associated with our debt financing facilities. Our 74 MRBs are secured by 65 multifamily residential properties containing a total of 10,491 rental units located in 13 states in the United States. One MRB is secured by a mortgage on the ground, facilities, and equipment of a to-be-constructed seniors housing property in Michigan.


Prospectus Supplement
		Page No.
ABOUT THIS PROSPECTUS SUPPLEMENT		S-1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		S-2
PROSPECTUS SUPPLEMENT SUMMARY		S-4
THE OFFERING		S-16
SUMMARY HISTORICAL FINANCIAL DATA		S-17
RISK FACTORS		S-20
USE OF PROCEEDS		S-21
DILUTION		S-21
PLAN OF DISTRIBUTION		S-22
LEGAL MATTERS		S-23
EXPERTS		S-23
WHERE YOU CAN FIND MORE INFORMATION		S-23
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		S-24

Prospectus
		Page No.
ABOUT THIS PROSPECTUS		1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
ABOUT THE PARTNERSHIP		4
RISK FACTORS		11
USE OF PROCEEDS		11
THE PARTNERSHIP AGREEMENT		11
DESCRIPTION OF THE BENEFICIAL UNIT CERTIFICATES		23
DESCRIPTION OF PREFERRED UNITS		24
DESCRIPTION OF DEBT SECURITIES		25
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		34
ERISA CONSIDERATIONS		44
PLAN OF DISTRIBUTION		47
LEGAL MATTERS		48
EXPERTS		48
WHERE YOU CAN FIND MORE INFORMATION		48
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		49


		Page No.
ABOUT THIS PROSPECTUS		1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
ABOUT the partnership		4
RISK FACTORS		11
USE OF PROCEEDS		11
THE PARTNERSHIP AGREEMENT		11
DESCRIPTION OF THE BENEFICIAL UNIT CERTIFICATES		23
DESCRIPTION OF PREFERRED UNITS		24
DESCRIPTION OF DEBT SECURITIES		25
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		34
ERISA CONSIDERATIONS		44
PLAN OF DISTRIBUTION		47
LEGAL MATTERS		48
EXPERTS		48
WHERE YOU CAN FIND MORE INFORMATION		48
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		49


Assumed offering price per BUC		$16.71
Net tangible book value per BUC as of December 31, 2023	$15.23
Increase in pro forma net tangible book value per BUC attributable to this offering	$0.13
Pro forma as adjusted net tangible book value per BUC after giving effect to this offering		$15.36
Dilution per BUC to new investors participating in this offering		$1.35