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Hello, appreciate your continued valuable input in this forum.

I just received a k1 from Cypress Environmental LP, and the cover letter says the partnership did not qualify for MLP status in 2022 because of insufficient qualifying income., and thus units were were exchanged for shares on 1/01/2022. The transaction schedule has no typical ord gain, costbasis or other items. Just the date of the exchange, 1/1/2022. The rest of the K1 is all zero, everything. I has  passive Loss carryover of (79K) from previous 2021 for this partnership.

 

In 2022, the company  filed for bankruptcy, and I sold all my shares for a loss. My questions are 3 fold, if you can help.

First, can I still use the passive loss carryover of (79K) in 2022. This was a complete disposition , all units were exchanged per the k1 to shares on 1/1/2022,  then I sold all in 2022. Can I use the passive loss carryover to offset other ordinary gains, from other partnerships,  in my return?

Second, should I  use zero as the ordinary gain on exchange of units in TT, the sales schedule has no numbers whatsoever other than units exchanged.

 

And  finally, is there any adjustment to basis needed on Form 8949, as they were sold as a "corporation" in 2022, for a loss.  Like I said the sales schedule and the k1 are all zeros

 

Thanks.