Greystone Housing Impact Investors LP美股招股说明书(2025-11-18版)

$200,000,000Beneficial Unit Certificates Representing Assigned Limited Partnership InterestsPreferred Units Representing Limited Partnership InterestsDebt Securities We may use this prospectus to offer and sell, from time to time, beneficial unit certificates representing assigned limitedpartnership interests (“BUCs”) or preferred units representing limited partnership interests in Greystone Housing Impact InvestorsLP, 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$200,000,000. We will provide the specific terms of each issuance of these securities in supplements to this prospectus. Youshould 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 topurchasers, on a continuous or delayed basis, and in amounts, at prices, and on terms to be determined by market conditions andother factors at the time of the offering. This prospectus describes the general terms of the securities and the general manner inwhich we will offer the securities. Each time we offer to sell securities we will provide a prospectus supplement that will containspecific information about those securities and the terms of that offering. The prospectus supplement also may add, update, orchange 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 applicablecommissions or discounts. Net proceeds from the sale of securities will be set forth in the applicable prospectus supplement. Forgeneral information about the distribution of securities offered, please see “Plan of Distribution” in this prospectus. Our BUCs are currently traded on the New York Stock Exchange (the “NYSE”) under the symbol “GHI.” The lastreported sale price of our BUCs on November 17, 2025 on the NYSE was $6.56 per BUC. We will provide information in theprospectus supplement for the trading market, if any, for any preferred units or debt securities we may offer. Our principalexecutive 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 readthis 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 fromcorporations. You should carefully consider the information under the heading “Risk Factors” beginning on page14of thisprospectus, and contained in any applicable prospectus supplement and in the documents incorporated by reference hereinand therein, before you make an investment in our securities. Neither the Securitiesand Exchange Commission nor any state securities commission has approved or disapprovedof these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus is November 17, 2025. TABLE OF CONTENTS Page No.ABOUT THIS PROSPECTUS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS4ABOUT GREYSTONE HOUSING IMPACT INVESTORS LP6RISK FACTORS14USE OF PROCEEDS14THE PARTNERSHIP AGREEMENT14DESCRIPTION OF THE BENEFICIAL UNIT CERTIFICATES27DESCRIPTION OF PREFERRED UNITS27DESCRIPTION OF DEBT SECURITIES28MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS36ERISA CONSIDERATIONS47PLAN OF DISTRIBUTION50LEGAL MATTERS51EXPERTS51WHERE YOU CAN FIND MORE INFORMATION51INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE52 You should rely only on the information incorporated by reference or provided in this prospectus or any prospectussupplement or any “free writing prospectus” we may authorize to be delivered to you. We have not authorized anyone else toprovide you with different information or to make additional representations. We are not making or soliciting an offer of anysecurities other than the securities described in this prospectus and any prospectus supplement. We are not making or soliciting anoffer of these securities in any state or jurisdiction where an offer is not permitted or in any circumstances in which such offer orsolicitation is unlawful. You should not assume that the information contained or incorporated by reference in this prospectus orany prospectus supplement is accurate as of any date other than the date on the front cover of each of those documents. We fu